Terms And Condition

1. Introduction

These Terms and Conditions (the "Terms") govern your use of illumine, a childcare management SaaS platform provided by Illumine Technology Inc. ("illumine"). By accessing or using our services, you agree to these Terms. Please read them carefully. If you do not agree to these Terms, please do not use the platform.
These Terms are governed by our Privacy Policy, Payment Policy, and any other referenced policies.

2. Definitions

• illumine: Refers to Illumine Technology Inc., a company registered under the laws of India.
• User: Refers to any individual or entity accessing or using the platform.
• Service: Refers to the childcare management software offered by illumine.
• Platform: Refers to the web, mobile, or desktop applications provided by illumine.
• Account: Refers to the user account created on the platform.
• Authorized User: Refers to any person who is permitted to use the Application by the User.

3. Service Access and Use

3.1 Access to Service

Upon registration, illumine grants the User a non-exclusive, non-transferable, and revocable license to use the platform, subject to these Terms and Conditions. Access to the platform is contingent upon compliance with these Terms. Failure to comply may result in restricted access or termination of the account.

3.2 User Account

The User is responsible for:

The User shall ensure that access credentials are not shared with any unauthorized individuals. illumine reserves the right to restrict or terminate access to users who violate these Terms or misuse the platform.

3.3 Service Modifications

illumine reserves the right to modify, update, or discontinue the platform or any part of it, with or without notice, at any time. The User agrees that illumine will not be liable for any modification, suspension, or discontinuation of the platform. The User is responsible for ensuring regular updates and configurations are in place to comply with any such modifications or updates.

4. User's Right to Use

4.1 License Grant

illumine grants the User a time-limited, non-exclusive, and non-transferable right to use the Application and receive the Services as specified in the Agreement, starting from the date of activation ("Start Date"). The User must comply with all terms and conditions set out in this Agreement when accessing and using the Application. The license does not grant ownership, and the User may only utilize the Application for internal business operations as specified by illumine.

4.2 Access and Usage

• Each Authorized User will receive access to the Application through a unique user ID and password. This access can be used on multiple devices with the same credentials, provided it remains secure and confidential.
• Only Authorized Users are permitted to use the Application. No other individual may be assigned user credentials without prior written consent from illumine.
• The User agrees to provide illumine with accurate, up-to-date data and information regarding Authorized Users to facilitate proper account setup and ensure effective use of the Application.

4.3 User Restrictions

Without illumine's prior written consent, the User shall not:

• Sell, rent, sublicense, lease, lend, distribute, reproduce, or allow any third-party use of the Application.
• Use, transmit, or store any illegal, harmful, or inappropriate material within the Application.
• Violate any applicable local or international laws while using the Services or Application.
• Interfere with or disrupt the integrity, security, or performance of the Application and Services.
• Reverse engineer, decompile, or disassemble any part of the Application or platform.
• Copy, modify, duplicate, create derivative works, frame, mirror, republish, download, display, transmit, or distribute any portion of the Software or Documentation.
• Use the Services or Documentation to build or support a competing product or service.
• License, sell, rent, transfer, assign, distribute, display, disclose, or commercially exploit the Services and/or Documentation, or make them available to any third party except Authorized Users.
• Attempt to obtain, or assist third parties in obtaining, unauthorized access to the Services or Documentation.
• Store, distribute, or transmit any material that is:
  - Unlawful, harmful, threatening, defamatory, obscene, or harassing.
  - Facilitating illegal activity or depicting sexually explicit images.
  - Promoting unlawful violence or racial/ethnic discrimination.

4.4 Authorized Users

• The User will not allow any Authorized User Subscription to be used by more than one individual, except when reassigned to a new individual. Once reassigned, the previous Authorized User will no longer have access to the Services.
• Each Authorized User must use a secure, confidential password, which should be updated monthly. Illumine reserves the right to audit password usage to ensure compliance and enforce security protocols.

4.5 User's Obligations

The User shall:

• Provide illumine within a reasonable time with the necessary data for setting up and maintaining the platform, including Authorized Users’ details. The User agrees to submit data in the format provided by illumine for data migration and configuration of the Application.
• Designate a Single Point of Contact (SPOC) who will act as a coordinator between illumine and the User’s team to ensure the smooth execution of training, support, and the availability of necessary personnel.
• Provide all required assistance and resources to illumine's representatives to fulfill the services under this Agreement.
• Ensure compliance with all applicable laws and regulations in connection with the use of the Services.
• Be solely responsible for maintaining the network, system configurations, and telecommunications links necessary for accessing the platform.
• Immediately notify illumine of any anticipated changes or transactions resulting in a Change of Control within the User’s organization.

4.6 Audit and Compliance

• illumine may audit the use of the Services quarterly, at its expense, to verify compliance with licensing and security protocols.
• If an audit reveals unauthorized sharing of credentials, the User must disable the relevant credentials immediately. illumine reserves the right not to issue new credentials to non-compliant individuals.
• If an audit reveals underpayment of Subscription Fees, the User must pay the outstanding amount in accordance with the prices outlined in end user agreement with the user.

4.7 Third-Party Audits

Upon the User's request, the User may conduct a third-party audit of the cloud infrastructure used by llumine to provide the SaaS services. Such audits must be conducted at the User's expense and in compliance with Illumine’s guidelines. The User must:

1. Provide illumine with at least 60 days' notice of the audit to ensure minimal disruption to illumine's operations.
2. Limit the audit to the verification of illumine's compliance with security obligations related to the Google Cloud infrastructure, and all audit results must be kept confidential unless required by law.

4.8 Security and Prevention

The User agrees to take all reasonable efforts to prevent unauthorized access to the Application or any misuse of the platform. The User must promptly notify illumine of any security breaches, unauthorized access, or incidents that compromise the Application’s integrity or Services.

4.9 Rights Limitation

The rights granted under this clause are specific to the User and cannot be extended to any subsidiaries, holding companies, or affiliated entities unless agreed upon by illumine in writing.

4.10 Breach of Terms

illumine reserves the right to disable the User's access to any material or content that violates these Terms, without liability, and without prejudice to any other rights illumine may have under this Agreement. In cases of breach, the User will not be entitled to replace Authorized Users except under specific organizational changes (e.g., employee termination, promotion, or leave).

5. Subscription, Fees, and Payment

5.1 Subscription Charges

illumine shall provide Services to the User as per the package pricing shared in the quotation with the User. Each package offers different levels of service, and by subscribing, the User agrees to pay the applicable subscription charges. Any new requests or add-on services requested by the User, which are not covered by the existing subscription, may incur additional fees or payments over and above the standard subscription charges. These charges will be discussed and agreed upon by both parties bef

5.2 Payment Terms

Payments for the subscription charges are to be made in advance. illumine shall issue an invoice to the User either electronically or in hard copy, yearly in advance as per the agreed subscription pricing. The User shall have 7 (seven) days from the receipt of the invoice to raise any objections. The undisputed invoice shall become due and payable within 15 (fifteen) days from the date of its issuance. All amounts due under this Agreement must be paid by cheque, demand draft, or electronic bank transfer.

5.3 Taxes

All payments due to illumine under this Agreement are subject to any applicable withholding taxes as per the prevailing tax laws. Taxes will be calculated and added to the invoice based on the applicable rate.

5.4 Invoice Disputes

If the User disputes any invoice raised by illumine, the User must notify illumine within the objection period provided in Section 5.2. Both parties will resolve the dispute according to the procedure outlined in this Agreement. During the dispute resolution process, illumine shall continue to provide the relevant Services that are the subject of the disputed invoice.

5.5 Late Payments

If illumine does not receive payment within 15 (fifteen) days after the due date or after the User receives a notice from illumine (whichever occurs first), illumine reserves the right, without liability to the User and without prejudice to other rights and remedies, to:

• Disable the User’s password, account, and access to all or part of the Services, with no obligation to provide any or all Services while the invoice(s) remain unpaid.
• ​​Any and all amounts not paid by Customer when due will be subject to interest at the lesser rate of: (a) one and one-half percent (1.5%) per month; or (b) the highest interest rate permitted by applicable law.

5.6 Payment in USD

All amounts and fees stated or referred to in this Agreement shall be payable in USD and are non-cancellable and non-refundable, except as provided by the Refund Policy.

5.7 Data Storage and Additional Charges

If, at any time while using the Services, the User exceeds the disk storage space specified in the Agreement, illumine reserves the right to charge the User for the excess storage fees.

5.8 Subscription Price Adjustments

 illumine reserves the right to increase the Subscription Charges during the term of this Agreement, based on an internal evaluation. Any proposed increase will be subject to mutual agreement between the parties, with a mutually agreed percentage cap.

6. Payment Gateway

illumine uses third-party payment gateway solutions that are fully PCI DSS compliant. illumine does not store any users' card or bank information in its database and, as such, is not subject to PCI DSS compliance beyond what is already fulfilled by its third-party partners. Detailed terms and conditions regarding online payment are available here.

To ensure the highest level of security and protection, all payment transactions are processed securely by these trusted third-party payment gateways. illumine does not handle or manage any sensitive payment information directly.

Users are advised to review the terms and conditions, as well as the privacy policies, of the respective payment gateway providers for details on how their information is processed and protected. illumine disclaims any liability arising from the use of these third-party services and encourages users to familiarize themselves with the security and privacy practices of these payment gateways.

7. Data Privacy and Security

7.1 Data Processin

illumine collects and processes personal data in compliance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. The collection, use, and protection of your personal data are governed by our Privacy Policy. Data is encrypted both in transit and at rest using AES-256 and TLS standards to ensure maximum security. Additionally, illumine utilizes the Google Cloud Security Command Center for real-time monitoring and protection against unauthorized access.

illumine assures that it will not use or access any data, including photographs or other personal information uploaded by the Authorized Users and/or the User, except as explicitly permitted by this Agreement and the Data Processing Agreement (DPA). illumine further commits that no direct or indirect attempts will be made to procure any Personal Data of the User or Authorized Users, except as explicitly outlined in this Agreement, including the DPA.

In the event of a material breach or violation of privacy by illumine or any authorized person associated with illumine, it shall be treated as a material breach of the Agreement. Should such a breach occur, the User reserves the right to terminate this Agreement immediately. However, if the breach is minor and capable of remedy, the User will provide illumine with 30 days to address and rectify the breach before terminating the Agreement.

7.2 Confidentiality

All information exchanged between the User and illumine shall be treated as confidential and will not be disclosed to any third party unless required by law or essential for service provision. illumine ensures that any exclusive workflows or proprietary data provided by the User will remain exclusive and confidential to the User. illumine will take all necessary steps to maintain the confidentiality and privacy of User's data, ensuring that any access to Illumine’s apps and services is secure and protected from unauthorized access.

Both Parties are obligated to notify each other in writing immediately upon becoming aware of any breach of privacy, including actual, potential, attempted, or threatened breaches. illumine shall take all reasonable steps necessary to remedy the breach, protect the privacy and integrity of the User’s data, and prevent equivalent future breaches. This may include implementing changes required by Illumine to safeguard against further privacy incidents.

7.3 Third-Party Data Processing

illumine employs third-party service providers (sub-processors) such as Google Cloud and Stripe for data storage and payment processing. By using the platform, the User consents to their data being transferred to these third-party providers, which comply with applicable data protection regulations.

If a dedicated cloud instance is created for the User on Google Cloud or any other service provider at the User's cost and request, the instance shall remain exclusive to the User. illumine will provide all necessary assistance in the migration and integration of such an instance at the User’s request.

illumine ensures that no data will be disclosed outside the scope agreed upon with the User. The right to use the illumine platform is granted exclusively to the User and their Authorized Users. The User shall provide the details of Authorized Users, and illumine will manage their addition and removal from the application. Authorized Users are entitled to unlimited usage of the platform for the duration of the Agreement.

8. Intellectual Property and Confidentiality

8.1 Ownership

All content, software, designs, and technology used or provided on the platform remain the sole property of Illumine or its licensors. Illumine retains all intellectual property rights and ownership of the platform, including software, operational tools, services, documentation, and any changes, improvements, or further developments made. This Agreement does not transfer any intellectual property rights to the User. The User and Authorized Users obtain only the right to use the platform as described herein.

Except as expressly stated in this Agreement, the User is not granted any rights to patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses related to the platform or the accompanying documentation.

8.2 License Restrictions

The User is granted a limited, non-exclusive, non-transferable, revocable license to use the platform solely for internal business purposes, subject to the terms and conditions outlined in this Agreement. The User agrees not to:

1. Resell, sublicense, or transfer the services.
2. Reverse engineer, modify, or exploit any part of the platform beyond the scope of the provided license.

illumine confirms that it holds all necessary rights related to the platform and the accompanying documentation to grant the User these rights under the Agreement.

The User hereby grants Illumine a time-limited, revocable, non-sublicensable, non-exclusive, and non-transferable right to use, copy, and modify information and data provided by the User or Authorized Users solely in connection with the services outlined in this Agreement. illumine may use such data only to fulfill its obligations under the Agreement and only for the duration of the Agreement.

8.3 User’s Data Ownership

The User retains ownership, copyright, and all other rights over data and information provided by the User or Authorized Users to illumine through the platform. Upon termination of the Agreement, illumine will provide the User with all data covered by the Agreement. The User will have 30 days from the date of termination to extract data from the platform, after which illumine will disable the User’s access and delete the data.

9. Confidentiality

9.1 Safeguarding Confidential Information

Each Party agrees to safeguard the other Party's Confidential Information from unauthorized use, access, or disclosure using a degree of care no less than that which it uses to protect its own Confidential Information, which shall be no less than a reasonable standard of care in accordance with applicable law.

9.2 Disclosure to Personnel

Confidential Information may be disclosed to personnel on a "need to know" basis and only for the purposes of fulfilling the obligations under this Agreement. Such disclosures shall be subject to confidentiality obligations that are no less restrictive than those imposed by this Agreement.

9.3 Return or Destruction of Confidential Information

Upon the expiration or termination of this Agreement, each Party shall promptly return or destroy all Confidential Information in its possession, in accordance with the other Party's instructions, and certify such destruction in writing.

9.4 Exceptions to Confidentiality

The restrictions on disclosure of Confidential Information shall not apply in the following circumstances:

• When required by applicable law, provided the disclosing Party notifies the other Party in advance (where permissible by law) to allow for the possibility of seeking a protective order, and limits the disclosure to the minimum necessary.
• If the information was already in the receiving Party’s possession as of the Effective Date, as evidenced by written records.
• If the information becomes publicly available through no fault or breach of the receiving Party.
  

9.5 Access for Performance

Each Party may access the other Party's Confidential Information solely for the purposes of fulfilling its obligations under this Agreement.

9.6 Confidentiality Obligations

Both Parties agree to hold each other's Confidential Information in strict confidence and, unless required by law, not disclose it to any third party or use it for any purpose other than performing under this Agreement. Both Parties shall take all reasonable steps to ensure that their employees, agents, or contractors do not disclose or misuse the Confidential Information.

9.7 Liability for Third-Party Actions

Neither Party shall be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by third-party actions beyond its control.

9.8 Specific Acknowledgments

• illumine’s Confidential Information: The User acknowledges that details of illumine's services, including any performance tests of the services, constitute illumine's Confidential Information.
• User’s Confidential Information: illumine acknowledges that all User data, including data provided by Authorized Users, constitutes the Confidential Information of the User.
  

10. REPRESENTATIONS AND WARRANTIES.

• Authority and Obligations: illumine represents and warrants that it has full authority to enter into and perform this Agreement and that no other agreements will interfere with its obligations under this Agreement. illumine further warrants that its disclosure of information to the User will not violate any obligations to third parties.
• Intellectual Property: illumine warrants that the Services, Application, and deliverables will not infringe any third-party intellectual property rights. illumine maintains the authority to grant the rights set forth in this Agreement without needing further consent from third parties, including its employees and contractors.
• Licenses and Permissions: illumine warrants that it has and will maintain all necessary licenses, consents, and permissions required to perform its obligations under this Agreement.
• Personnel Supervision: illumine will supervise its personnel to ensure the Services are performed according to this Agreement and remains responsible for their actions or omissions.
• Application Maintenance: illumine is responsible for developing, hosting, managing, maintaining, and ensuring the availability of the Application, and for resolving any issues during the term of the agreement. The Application will function as specified in the documentation.
• Service Performance: illumine undertakes that the Services will be performed with reasonable skill and care and in substantial accordance with the Documentation.
• The undertaking does not apply if the non-conformance is caused by misuse of the Services or unauthorized modifications. If non-conformance occurs as per the undertaking, ilumine will use reasonable efforts to correct it promptly or provide an alternative solution. This correction or substitution is the User’s exclusive remedy for any breach of the undertaking.
• illumine does not warrant uninterrupted or error-free use of the Services, nor that they will meet the User’s specific requirements.
• illumine is not responsible for delays, delivery failures, or other losses resulting from data transfer over communications networks, including the internet.
• illumine does not guarantee the software will be virus-free or operate securely at all times, but will provide support to address these issues.
• Service Availability: illumine does not warrant uninterrupted availability of the software but will provide support to maintain its availability and address errors or viruses. illumine is not responsible for unavailability caused by circumstances beyond its control or for issues arising from non-agreed hardware, software, systems, or data.
• Independent Development: This Agreement does not prevent illumine from entering into similar agreements with third parties or from independently developing, using, selling, or licensing similar documentation, products, or services.
  

11. Limitation of Liability

11.1 General Liability

The User expressly agrees that illumine, its affiliates, officers, directors, employees, or agents shall under no circumstances be liable for any loss, injury, damage, or claim incurred by the User, Customer, or any third party arising from or in connection with any transaction or interaction under this Agreement. This includes, but is not limited to, any claims related to the infringement or violation of any laws, regulations, or intellectual property rights of any third party. The User acknowledges that any use of the platform or services is at their own risk.

11.2 User's Responsibility

The User acknowledges and agrees that it is solely responsible for any claims, damages, and allegations arising from its own acts or omissions under this Agreement. The User shall indemnify, defend, and hold illumine harmless from and against all claims, damages, losses, and liabilities arising from any act or omission, including but not limited to negligence, misconduct, or misrepresentation by the User or its representatives. illumine shall not be liable for any claims or damages resulting from the User's actions, negligence, or misrepresentation, nor for any third-party claims related to the User’s use of the platform.

11.3 Exclusion of Certain Damages

Under no circumstances shall illumine be liable for any loss of profits, revenue, business, data, or for any direct, indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or related to this Agreement or the use of the platform, regardless of the type of claim, whether in contract, tort (including negligence), strict liability, or otherwise, even if illumine has been advised of the possibility of such damages. This exclusion includes, but is not limited to, loss of anticipated profits, business interruption, loss of goodwill, or loss of data. The User understands and agrees that this limitation applies regardless of the form or nature of the claim. This exclusion does not apply to any loss or damage proven by the User to have been deliberately caused by illumine.

11.4 Disclaimer of Warranties

The Services and Application are provided on an "as is" and "as available" basis, without any warranties of any kind, whether express or implied. illumine expressly disclaims all warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. illumine does not guarantee that the Services will be uninterrupted, error-free, or completely secure.

11.5 Data Integrity and Security

illumine shall not be liable for any loss, corruption, or breach of data, or for any security incidents that are beyond its reasonable control, including but not limited to hacking, cyber-attacks, or data breaches. The User is responsible for maintaining appropriate backups of their own data and implementing security measures on their systems.

11.6 Limitation Period

Any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year from the date the claim or cause of action arose. Failure to do so will result in the permanent barring of the claim

11.7 Application of Limitation

The limitations and exclusions of liability set forth in this section shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or any other legal or equitable theory. These limitations shall survive the termination or expiration of this Agreement.

11.8 Maximum Aggregate Liability

Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of illumine to the User for any claims arising out of or related to this Agreement, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, shall in no event exceed the total amount paid or payable by the User to Illumine in the six (6) months immediately preceding the event giving rise to the claim.

12. Tenure and Termination

12.1 Tenure

This Agreement shall commence on the effective date specified in the Order Form ("Effective Date") and shall remain in effect for the period specified in the applicable Order Form (the "Initial Term"). During the Initial Term, neither party may terminate this Agreement except as provided under the terms of this Agreement.
‍
Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms (each, a "Renewal Term") unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term (collectively, the "Term").

12.2 Termination

12.2.1 Termination for Cause

Either party may terminate this Agreement upon sixty (60) days' written notice to the other party if:

• The other party defaults in the performance of any material obligations under this Agreement and fails to cure such default within sixty (60) days after receiving written notice of the breach, or
• The other party becomes insolvent, initiates or becomes subject to any proceeding under the Insolvency and Bankruptcy Code, executes an assignment for the benefit of creditors, or files for relief under any applicable reorganization, moratorium, or similar debtor relief laws.

In the event of termination under this clause, the terminating party shall not incur any penalty, and all outstanding undisputed invoices for services rendered prior to the termination date must be paid by the non-terminating party.

12.2.2 Early Termination Without Cause

In the event the User terminates this Agreement without cause prior to the expiry of the Initial Term or any Renewal Term, the User shall:

• Provide written notice of termination to illumine at least sixty (60) days in advance, delivered via registered mail.
• Be required to pay illumine all undisputed outstanding invoices due up to the date of termination.
• Additionally, the User shall be required to pay all remaining Charges for the unexpired portion of the Initial Term or any Renewal Term, up to the expiration date of the Agreement.

illumine is not obligated to refund any pre-paid Charges for services in the event of early termination without cause by the User.

12.2.3 Termination by Illumine

illumine may terminate this Agreement immediately upon written notice to the User, without liability to the User, if:

• The User fails to pay any Charges or other amounts payable to illumine when due,
• The User materially breaches any provision of this Agreement, and such breach is not cured within thirty (30) days after written notice of such breach is provided by illumine,
• The User ceases to conduct business, becomes insolvent, or is subject to liquidation, bankruptcy, or other insolvency proceedings,
• Illumine is required to do so by law or regulation, or if continued provision of the Services would create a material security, legal, or technical burden.
  

12.3 Effect of Termination

Upon termination or expiration of this Agreement:

• All rights and licenses granted to the User will immediately terminate.
• The User’s access to the platform, services, and any data stored on the platform will be revoked.
• illumine will provide the User access to its data for a period of thirty (30) days following the termination date, during which the User may export such data. After this period, illumine shall have no obligation to retain or make available any User data, and such data will be permanently deleted in accordance with Illumine’s data retention policy.
  

12.4 Outstanding Payments

In the event of termination by illumine for cause, or termination by the User without cause, all outstanding and undisputed amounts owed by the User to illumine shall become immediately due and payable. This includes all Charges for services rendered up to the date of termination, as well as the remaining Charges for the unexpired portion of the Initial Term or any Renewal Term, up to the Agreement’s expiration date.

The User acknowledges that no refunds will be issued for any pre-paid amounts under this Agreement, and hereby waives any right to claim such refunds.

12.5 Survival

The provisions of this Agreement relating to confidentiality, payment obligations, intellectual property rights, and limitation of liability shall survive the termination or expiration of this Agreement.

13. Security Audits

illumine shall conduct regular security audits on its technical and organizational measures to ensure the protection of User data. The results of these audits will be made available to the User upon request. Additionally, the User may perform or designate third parties to conduct security audits of Illumine’s data protection measures, subject to Illumine’s prior written consent. The costs of such third-party audits shall be borne by the User.

14. Use of Subprocessors

illumine may engage sub processors to process personal data, provided that such sub processors adhere to the same data protection obligations as those set forth in this Agreement. illumine shall notify the User of any new subprocessors, providing a reasonable period for the User to raise objections. If illumine cannot resolve the objections raised by the User in good faith, the User may terminate the affected services. Additionally, illumine will document and agree on the legal basis for transferring data to subprocessors located outside India, ensuring compliance with applicable data protection regulations.

15. Transfer of Personal Data to Third Countries

In cases where illumine transfers personal data to sub processors in third countries (outside India), such transfers shall comply with all applicable laws and regulations, including but not limited to the GDPR or other relevant data protection laws. Illumine shall document the legal basis for such transfers and ensure that appropriate safeguards are in place.

16. Indemnification

The User agrees to indemnify, defend, and hold harmless illumine from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs of litigation) resulting from any third-party claims arising out of or related to:

• The User's breach of this Agreement,
• Intellectual property rights (IPR) infringement resulting from the User's use of the Services,
• Any willful misconduct, misrepresentation, or other negligent actions by the User or its agents,
• Any loss of business opportunities suffered by illumine due to the User’s breach or willful misconduct.

The User agrees to indemnify, defend, and hold harmless illumine from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs of litigation) resulting from any third-party claims arising out of or related to:

17. Governing Law and Dispute Resolution

This Agreement and all matters arising from it shall be governed by and construed in accordance with the laws of India. The parties agree to submit to the exclusive jurisdiction of the courts in Bangalore, India, for the resolution of any disputes arising under this Agreement.

18. Post Termination Responsibility

Upon termination or expiration of this Agreement:

• All rights granted to the User, including User Subscriptions, shall immediately cease.
• Each party shall return and cease using any equipment, property, documentation, or other items (and all copies thereof) belonging to the other party.
• illumine may destroy or otherwise dispose of any Customer Data in its possession unless it receives a written request from the User within ten (10) days following the termination date for the delivery of the most recent back-up of the User’s Data. illumine will use reasonable commercial efforts to deliver the back-up within thirty (30) days of such a request, provided that all outstanding fees have been paid by the User. The User shall bear all reasonable expenses incurred by illumine in returning or disposing of the data.
• The termination of this Agreement shall not affect any accrued rights of either party as of the termination date, nor shall it affect the continuation of any provision that expressly survives or is implied to survive termination.
• The User shall settle all undisputed outstanding invoices payable to Illumine up to the end of the Agreement’s tenure or the termination date, whichever is longer.
  

19. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control ('Force Majeure Events'). Such events may include, but are not limited to, acts of God, natural disasters, pandemics, war, labor disputes, or government actions. If a Force Majeure Event occurs, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact of the event on its performance. The party not affected by the Force Majeure Event may terminate the Agreement if such event continues for more than sixty (60) days.

20. Compliance

Both parties agree to comply with all applicable laws and regulations in the performance of their respective obligations under this Agreement. Each party warrants that it will not do, or permit to be done, anything that may cause the other party to breach any applicable law or regulation.

21. Assignment

Neither party may assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of all or substantially all of a party’s assets.

22. Notices

All notices, requests, or other communications under this Agreement must be in writing and delivered by registered post, courier, or email to the addresses specified in the Order Form or such other address as provided by a party. Notices will be deemed served seven (7) days after sending by registered post, courier, or speed post, or when delivered, if sent by email or personally delivered. (info@myillumine.com)

23. Non-Exclusive Agreement

This Agreement is non-exclusive. The User acknowledges that illumine may engage in similar business relationships with other parties. Similarly, the User may enter into agreements with other service providers, including Illumine’s competitors.

24. Publicity

illumine may disclose that it is providing services to the User, including using the User's name, logo, and trademarks in promotional materials, press releases, and on its website, provided such use is in good faith and consistent with the User’s branding guidelines..

25. Entire Agreement

This Agreement, together with any annexures or documents referred to herein, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to its subject matter.

26. Amendments

Any modification, amendment, or waiver of any provision of this Agreement must be in writing and signed by an authorized representative of both parties to be effective.

27. No Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy.

28. No Partnership or Agency

Nothing in this Agreement is intended to, or shall operate to, create a partnership or joint venture between the parties, nor authorize either party to act as an agent for the other party.

29. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remainder of the Agreement shall remain in effect. The invalid or unenforceable provision shall be replaced with a valid provision that closely approximates the intent of the original provision.

30. Changes to Terms

illumine reserves the right to update or modify these Terms at any time. Changes will be effective immediately upon posting, and continued use of the platform constitutes acceptance of the updated Terms.

User Support:

illumine will provide a dedicated Helpdesk offering support on working days between the hours of 8.00 and 20.00 by phone and email. illumine will endeavour to answer any support queries within 4 hours during the hours of 8.00 and 20.00, but no longer than within 36 working hours of the request.

illumine will answer concise and precise questions concerning the usage of the application, carry our simple troubleshooting, and provide general guidance regarding the application.

‍Email: support@myillumine.com
‍Contact Number: +91-85879 01102

Reporting of bugs, errors and operational issues should be addressed to:
‍Email: support@myillumine.com