Pagerly Terms of Service

These Terms of Service (these “Terms”) describe your rights and responsibilities when using our online connection programs and Services located at pagerly.io, api.pagerly.io, or via Pagerly Slack app (collectively, the “Services”). Please read these Terms carefully; if you don’t agree to be bound by these Terms, you aren’t allowed to access or use the Services.

‍1.1 These Terms Form a Binding Contract

‍Unless the parties have mutually executed a different agreement covering your use of the Services, these Terms form a binding contract between Customer and Saasly Technologies Pvt Ltd. “We,” “our,” and “us” refers to Saasly Technologies Pvt Ltd , while “Customer” or “you” refers to you (or, as applicable, the company or entity that you represent). The “Effective Date” of these Terms is the date that you first use our website or access any of our Services. If you access or use the Services in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms.

‍1.2 These Terms Contain an Arbitration Provision

‍These Terms contain an arbitration provision (see Section 12, below). Please review the arbitration provision carefully, since it affects your rights by using the Services or any part of them, you understand and agree to be bound by the arbitration provision.

‍1.3 Ordering Subscriptions

‍A subscription allows you (and a specified number of your authorized users) to access the Services. A subscription can be obtained via the Services “billing” interface, or you can get a subscription via an order form entered into between the parties (an “Order Form”). We have several different types of Services subscriptions available, including a free plan (for which there are no subscription fees). One person or legal entity may not sign up for more than one free plan. Subscriptions commence when we make them available to you, and, unless terminated in accordance with these Terms, will continue for the term specified in the Services “billing” interface or in the Order Form, as applicable.

‍1.4 Making Your Purchasing Decisions

‍We may share information about our future product plans because we to get product feedback from you early and often. Our public statements about those product plans are an expression of intent, but please do not rely on them when making a purchase. If you decide to buy a subscription to our Services, that decision should be based on the functionality or features we have made available today, and not on the delivery of any future functionality or features.

‍1.5 We Can Modify These Terms

‍We reserve the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, among other things, sending you an email, posting a notice on the Service itself, or by posting the revised Terms on our website and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the Services following such notice constitutes your acceptance of the modified Terms.2. Accessing and Using the Services

‍2.1 Access Grant

‍Subject to your continued compliance with these Terms, Saasly Technologies Pvt Ltd grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Services, solely for your own internal business purposes, for the subscription term for which you have paid the applicable fees. Depending on the plan you choose, you may also be subject to limitations on the number of active users who can use the Services, and/or the number of Slack workspaces and/or number of rotation schedules on which the Services can be active. These details will be made clear in your plan description, or set forth in the applicable Order Form.

‍2.2 Restrictions

‍Except as expressly authorized by these Terms, you may not:

(a) modify, disclose, alter, translate or create derivative works of the Services; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any part of them);

(c) offer any part of the Services on a timeshare or service bureau basis;

(d) allow or permit any third party to access or use the Services; (e) use the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions;

(f) build a competitive product or service, or copy any features or functions of the Services (including, without limitation, the look-and-feel of the Services);

(g) interfere with or disrupt the integrity or performance of the Services;

(h) publicly disclose to any third party any performance information or analysis relating to the Services; (i) remove, alter or obscure any proprietary notices in or on the Services, including copyright notices;

(j) use the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction;

(k) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; or

(l) cause or permit any third party to do any of the foregoing. Additionally, you agree that you will not use the Services in support of a business that is dedicated to — or focused on facilitating or encouraging — discriminatory, malicious, or harmful speech or actions. This includes, but is not limited to, hate speech and any other material that Saasly Technologies Pvt Ltd reasonably believes degrades, intimidates, or incites violence against people based on gender, race, sexual orientation, age, ethnicity, disability, national origin, religion, or other protected categories.

‍2.3 Using the Services

‍You must comply with these Terms, and ensure that your users do, as well. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data , or the way you or your users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. You must ensure that all users are over 16 years old.2.4 Our Removal RightsIf we believe that there is a violation of these Terms that can simply be remedied by your removal of certain Customer Data, we will, in most cases, ask you to take direct action rather than intervene. However, we may directly step in, without notice or liability to you, and take what we determine to be appropriate action (including, among other things, removing certain Customer Data) if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, your users, or any third parties.‍

2.5 Registration

‍In order to access certain features of the Services, you will need to have a valid account on Slack or another supported collaboration service (each, a “Third Party Account”). As part of your registration, you may be required to link your Pagerly account with a Third Party Account. Such a linkage will enable us to access your Third Party Account in accordance with that third party’s applicable terms. By giving us access to your Third Party Accounts: (a) you represent that you have the right to do so, without cost or liability to us; and (b) you acknowledge and agree that we may access, process, store, and/or use any Customer Data that is visible or which you have stored on your Third Party Account for the purpose of making the Services available to you. You acknowledge that your relationship with your Third Party Account provider(s) is governed solely by your agreement(s) with such third party service providers, and Saasly Technologies Pvt Ltd specifically disclaims any liability for any Customer Data or other information (whether personally-identifiable or not) that may become accessible to Saasly Technologies Pvt Ltd via the Services by such third party service providers as a result of any linkage to a Third Party Account.

‍2.6 First, You Need a Slack License

‍You acknowledge and agree that the availability of the Services is dependent upon your entering into a valid license to use Slack. You acknowledge that these Terms are between you and Saasly Technologies Pvt Ltd, and not with Slack. You agree to comply with, and your license to use the Services is conditioned upon your compliance with, all applicable third-party terms (including, among other things, Slack’s terms of use) when using the Services. THE SLACK SERVICE AND ANY OTHER THIRD PARTY PRODUCT THAT YOU MAY CHOOSE TO USE ARE NOT OUR PRODUCTS, AND WE DO NOT WARRANT OR SUPPORT THOSE PRODUCTS IN ANY WAY, AND, ULTIMATELY, YOU (AND NOT US) WILL DECIDE WHETHER AND HOW YOU USE THOSE THIRD PARTY PRODUCTS. ANY USE OF THE SLACK PRODUCT OR ANY THIRD PARTY PRODUCT IS SOLELY BETWEEN YOU, SLACK, AND/OR THE THIRD PARTY PROVIDER, AS APPLICABLE.

‍2.7 You are Responsible for Your Access to the Services

‍You are responsible for maintaining the security of the accounts that you use to access the Services. You agree that you will be fully responsible for any activities or transactions that take place using your account(s), even if you were not aware of them, unless those activities or transactions take place as the direct result of our gross negligence or willful misconduct.

‍3. Privacy Policy

‍Please review our Privacy Policy at www.pagerly.io/privacy-policy for more information on how we collect and use data relating to the use and performance of our websites and products. By using the Services, you consent to our collection, use, and disclosure of information as set forth in our Privacy Policy, as we may update that Policy from time to time.

‍4. Intellectual Property

‍The trademarks, logo and slogans of Pagerly displayed on the Website (collectively the "Trademarks") are owned by Sassly Technlogies Private Limited. Nothing on this Website should be construed as granting any license or right to use the Trademarks without written permission of Pagerly or such third party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Website, except as provided in these Terms is strictly prohibited. You are advised that Pagerly will aggressively enforce its intellectual property rights to the fullest extent of the law. Pagerly respect the intellectual property of others, and we ask our users and content partners to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owner’s rights. As a condition of your use of the Site, you agree not to use any feature of the Website to infringe the intellectual property rights of others in any way. We will terminate the accounts of any user, and block access to Website of any user who are repeat infringers of the copyrights, or other intellectual property rights, of Pagerly or others. We reserve the right to take these actions at any time, in our sole discretion, with or without notice, and without any liability to the User who is terminated or to the User whose access is blocked. The User agrees to be solely responsible for and bear the risk of sharing any intellectual property rights owned by them through the Pagerly's website. You shall not hold Pagerly responsible for any infringement of intellectual property rights by any other user/ third party.

‍5. Service Level Understanding

‍The Company shall endeavor to ensure 99% uptime of its Website. However, the User shall not construe this as a guarantee by the Company, and the User shall not hold the Company liable for any reasonable failure of the Company to ensure the uptime. In the event of the failure of the Company to provide the aforementioned service standards, the Company in its sole discretion may provide to the User monetary credits equivalent to the lost period due to the failure in Service commitments. In the event the Company determine to pay the monetary credits to You for its failure to meet the service standards, the monetary credits shall be reflected on your monthly invoice, and the sum of the monetary credit shall be deducted from the subscription fees payable by You.

‍6. Limitation Of Liability

‍TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Paglerly NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THE SITES OR SERVICES OR THESE TERMS.

‍7. Jurisdiction

‍The Terms of Use shall be governed by the laws of India, and the courts at New Delhi shall have exclusive jurisdiction with respect to any dispute arising hereunder.

‍8. Indemnity

‍USER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS Pagerly AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, SUPPLIERS, INTERNS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND FEES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND LEGAL COSTS), ARISING FROM OR RELATING TO: (A) THE USE OF THE WEBSITE BY USER OR ANYONE USING USER’S ACCOUNT; (B) THE VIOLATION OF THESE TERMS OF SERVICE BY USER OR ANYONE USING USER’S ACCOUNT; OR (C) THE VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, INCLUDING INTELLECTUAL PROPERTY, PRIVACY, PUBLICITY, OR OTHER PROPRIETARY RIGHTS BY USER OR ANYONE USING USER’S ACCOUNT.

‍9. Third-Party Links

‍Certain content, products and services available via our Website may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party. Further, the Company uses certain third party resources in order to provide the services to its users. The User acknowledges and agrees that Company is not and shall not be responsible for the availability, performance or security of any such external third party services or resources, and it shall not be held liable for any loss or damage (including loss of data and/or loss of profits), which may be incurred by the User, as a result of the lack of availability of, the interruptions or errors in the performance of, and any other problem in those external third party services or resources, or as a result of the lack of availability of, the interruptions or errors in the performance of, and any other problem in the website provided through such external third party services or resources.

‍10. We Want Your Feedback

‍The more suggestions our customers make, the better the Services become. If you send us any feedback or suggestions regarding the Services, there is a chance we will use it, so you grant us (on behalf of itself and its personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you or your personnel.

‍11. We Can Modify These Terms

‍We reserve the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, among other things, sending you an email, posting a notice on the Service itself, or by posting the revised Terms on our website and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the Services following such notice constitutes your acceptance of the modified Terms.

12. Dispute Resolution and Arbitration

All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Services provided by Sassly Technologies Private Limited, will be referred to and finally resolved by arbitration with the courts and jurisdiction of New Delhi,India. The place of arbitration will be New Delhi, India.

You may choose to have the arbitration conducted by telephone, or based on written submissions, at your discretion. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction within India. Notwithstanding the foregoing, Sassly Technologies Private Limited may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction within India, and you agree that these Terms are specifically enforceable by Sassly Technologies Private Limited through injunctive relief and other equitable remedies without proof of monetary damages.