Welcome to the Recotap website (the “Site”). By accessing the Site, you agree to comply with and be bound by the Site’s terms and conditions (the “Terms”), as detailed below.
These Terms may be revised by us at any time without prior notice, such changes to become effective immediately upon their posting on the Site. We encourage you to periodically revisit the page to ensure your compliance. If you do not wish to comply with the Terms, please refrain from using the site.
You must be at least 18 years of age to use this Site. By using this site (and by agreeing to these Terms) you warrant and represent that you are at least 18 years of age.
You must not use this Site in any way that causes, or may cause, damage to the Site or impairment of the availability or accessibility of the Site; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
Recotap provides its site users with useful information regarding the Recotap offering, as well as marketing, informational and educational materials. Recotap retains any and all intellectual property in all materials posted on the Site, whether they are available for public consumption under these Terms or not. Your use of the Site shall not grant you any intellectual property or other rights in the Site materials.
Your use of the documents, graphics and other data provided on the Site is limited to viewing, downloading, printing and copying, insofar as your use are limited solely to personal, informational, or non-commercial purposes and you do not modify or alter the Site content in any way.
Except where your use constitutes “fair use” under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any information from this Site in whole or in part without the express authorization of an officer of Recotap.
Your access to the Site may be monitored by Recotap. Further, Recotap may, in its sole discretion, at any time terminate your access to the Site (and any service accessible through the Site).
Recotap makes no representations or warranties about the information or other materials published on this site for any purpose and all information or other materials provided on this site are provided “as is” without warranty of any kind, whether express or implied. recotap hereby disclaims all warranties with regard to the content of this site, including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement. additionally, recotap makes no warranty that: (1) the information provided on this site is accurate or reliable; (2) this site and its content will meet your requirements; (3) this site will not experience uninterrupted service; (4) this site does not contain errors; or (5) this site is secure from third parties.
Any content, materials, information or software downloaded or otherwise obtained through the use of the site is done at your own discretion and risk. recotap shall have no responsibility for any damage to your computer system or loss of data that results from the download of any content, materials, information or software.
Recotap reserves the right to make changes or updates to the site at any time without notice.
In no event shall Recotap be liable for any direct, special, punitive, indirect, or consequential damages or any damages whatsoever, including, but not limited to, loss of use, data, or profits, whether in an action of contract or tort (including negligence), or otherwise, arising out of your use of this site.
Some jurisdictions do not allow the limitation or exclusion of liability. Therefore, some of the limitations or exclusions contained above may not apply to you.
By using this site, you agree that the exclusions and limitations of liability set out in these terms are reasonable. If you do not think they are reasonable, you must not use this site.
You agree to defend, indemnify and hold harmless Recotap, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Site.
You are responsible for maintaining the confidentiality of any password(s) you are given to access the site and are fully responsible for all activities that occur under your password(s). You agree to notify Recotap immediately of any unauthorized use of your password(s).
Some links on the Site enable you to leave the Site. The linked sites are not under the control of Recotap and Recotap is not responsible for the contents of any linked site, any link contained in a linked site, or any changes or updates to such sites. Recotap is not responsible for any transmission received from any linked site including any webcasting, webinar, podcast, or other method or transmission. Links to third-party sites are provided only as a convenience. Recotap does not endorse any link made available through this Site.
These Recotap General Terms and Conditions govern your license to use the Service (as defined below) and receive any professional service from Recotap, in connection thereof, all as set out in any duly executed Statement of Work (SoW).
“SDK”means the Recotap tracking code, which the Customer will be required to install on Customer’s Website (As defined under the applicable SOW attached to these Recotap Terms and Conditions).
“Software”means Recotap's ABM SaaS platform which helps marketers execute high impact Account Based Marketing campaings
“Recotap” means the applicable Recotap entity which is a party to any applicable Statement of Work (i.e. Impel Labs Private Ltd)
“Customer”means a Recotap customer entering into any Statement of Work agreement with Recotap which is subject to these Recotap General Terms and Conditions.
“Effective Date”means the date of any applicable SOW duly entered into by and between Recotap and Customer
“Party”and“Parties”means Recotap or Customer and Recotap jointly with Customer, respectively
“Service”means the service described in each applicable SoW rendered via the integration of the SDK and the use of the Software.
Statement of Work Requirement. An executed Statement of Work for Professional Services (as applicable and as defined below) by authorized representatives of the Parties, will be required before the commencement of any applicable Service by Recotap. Each Statement of Work shall incorporate these Recotap General Terms and Conditions by reference. A separate Statement of Work shall be required for all additional services performed by Recotap.
Terms of Service.Subject to these Recotap General Terms and Conditions, Customer, during the term of the applicable SoW, shall have a non-transferable, non-sub-licensable, nonexclusive and limited right to (i) install, integrate and use the SDK provided to it by Recotap for the use of the Software; (ii) use the Service, solely on Customer’s Websites (as such term is defined in the applicable SoW); and (iii) remotely access the Software to view and download the Output (as defined below) generated by the Software. The Customer acknowledges that (i) the Service will be provided on a software-as-a-service (i.e., SaaS) basis, (ii) the provisioning of the Service by Recotap is expressly conditioned upon Customer’s timely payment of all fees and other remuneration and expense reimbursements, as set forth under the applicable Statement of Work (iii) except as expressly provided in these Recotap General Terms and Conditions, no license and/or right, express or implied, is granted to Customer for any Intellectual Property (as defined below) of Recotap.
Restrictions.Customer will not (and will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the SDK and/or the Software and/or the Service; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service and/or the SDK and/or the Software and/or any other trade secrets associated with SDK and/or the Software and/or the Service; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Service and/or the SDK and/or the Software; or (iv) use, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service.
Professional Services.During the term of any applicable SoW, Recotap may render to the Customer certain professional services related to the implementation and customization of the Service, to better suit the Customer's needs (the “Professional Services”). The terms and scope of the Professional Services, if applicable, shall be mutually agreed upon by the Parties under an applicable Statement of Work.
Installation; Integration.Recotap will provide reasonable information, documentation and assistance to enable Customer to install the SDK on Customer’s Websites and for the operation of the Software, available on Recotap knowledge base to which Customer shall receive access. Subject to the foregoing, Customer will be responsible for the installation of the SDK on Customer’s Websites and the integration of the Software therein. All other assistance in respect hereof shall be detailed in an applicable Statement of Work.
Mutual Representations.Each Party represents and warrants to the other Party that (a) it has the full corporate right, power and authority to enter into the applicable Statement of Work and to perform the acts required of it thereunder; (b) the execution of any applicable Statement of Work by such Party and performance of its obligations hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and (c) when executed and delivered, the applicable Statement of Work (including, without limitation, these Recotap General Terms and Conditions) will constitute the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms.
Consideration.The consideration payable to Recotap in connection with the Service and/or Professional Services rendered shall be as set forth in any applicable Statement of Work (the "Consideration"). Any Consideration required to be paid by Customer to Recotap shall be made free and clear and without deduction or withholding for or on account of, any present or future, stamp, or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any taxing authority. The Consideration once paid, shall be deemed un-refundable. Any late payments shall incur a late payment fee equal to the lower of: (i) 1.5% per month; and (ii) the maximum amount permissible by applicable law. Any modifications agreed to by the Parties in respect of the Services, as well as the scope of any applicable Statement of Work may result in additional fees being due to Recotap.
Term and Termination.
These Recotap General Terms and Conditions shall be in full force and effect until the termination of any applicable Statement of Work as detailed therein.
Upon termination or expiration of the Services under any applicable SoW: (a) all rights granted by Recotap to Customer herein shall immediately terminate, (b) Customer shall remove the SDK from its Website(s), and shall discontinue its use of the Software and the Service, (c) each party will promptly return or destroy (or, in the case of electronic embodiments, permanently erase) all tangible material embodying the other Party’s Confidential Information in its possession or under its control and will provide a written certification that all such Confidential Information has been returned or destroyed, and (d) Recotap shall cease collecting information through its tags on Customer’s website, including through the SDK.
The provisions of Sections 9 (Term and Termination), 10 (Intellectual Property), 11 (Confidentiality), 12 (Disclaimers; Limited Liability), 13 (Data Privacy) and 16 (General Terms) will survive any termination or expiration of any applicable SoW.
Recotap owns and retains at all times all right, title and interest, including without limitation all patents, copyrights, trade secrets, trademarks, and other worldwide intellectual property and proprietary rights arising under statutory or common law, and whether or not perfected or registered (collectively,“Intellectual Property”), in and to the Software, the Analytics Code and the Service (or any part thereof), including any improvements, updates, upgrades, error-corrections or other modifications thereof, and any work products generated by the Service (other than the Output, as defined below) and/or through the Professional Services or otherwise related thereto. Other than as specifically stated hereunder, Customer is granted with no right therein.
Subject to Section 10.1 above, the Parties agree that all data and information collected by Recotap and output generated through, or produced by the Service, including any data, information, reports, notes, records, charts, statistics, conclusions, analyses, lists and recommendations, relating solely to Customer (collectively, the“Output”), shall be the sole and exclusive property of Customer and Recotap shall not have any right in connection therewith and upon termination of this Agreement and Customer written request, Recotap will return all such Output to Customer, or destroy it, if so instructed by Customer in writing. Notwithstanding the foregoing, in the event Customer provides any feedback and/or comments to Recotap concerning the Software, the SDK and /or the Service and/or the Professional Services, such feedback and/or comments shall be solely owned by Recotap.
Neither Party shall disclose to any third party any information provided to it by the other Party or any information related to the other Party and/or its business, services or products to which it was exposed in the course of the engagement under any applicable Statement of Work (“Confidential Information”) without the other Party’s express written consent. Notwithstanding, Confidential Information shall not include any information which (a) is already in the public domain through no breach of this Agreement, (b) was, as between the Parties, lawfully in the receiving Party’s possession prior to receipt from the disclosing Party, (c) is received by the receiving Party independently from a third party free to lawfully disclose such information to the receiving Party, or (d) is independently developed by the receiving Party without use of the Confidential Information.
Neither Party shall use Confidential Information except to perform its obligations under any applicable Statement of Work. Each Party shall use the same degree of care and security precautions that it uses to protect its own Confidential Information of like importance, provided that such standard of care and precautions are at least reasonable. Notwithstanding the foregoing, each Party may disclose Confidential Information of the other Party (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law so long as such Party first provides the other Party as much notice as reasonably practicable under the circumstances and cooperates with the other Party’s efforts to limit the extent of such disclosure, or (ii) on a “need-to-know” basis under an obligation of confidentiality to its authorized employees, subcontractors, and advisors.
Each Party acknowledges that its failure to comply with the provisions of this Section may cause irreparable harm to the other Party which cannot be adequately compensated for in damages, and accordingly agrees that the other Party will be entitled to seek, in addition to any other remedies available to it under any applicable law, interlocutory and permanent injunctive relief to restrain any anticipated, present or continuing breach of this Section.
Warranties; Disclaimers; Limited Liability.
The Service and/or the Professional Services are provided on an “as is” basis, without any warranties of any kind whatsoever, and all express, implied and/or statutory warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement, as well as any warranties regarding security, reliability, timeliness, accuracy, and performance of the Service and/or the Professional Services, are all expressly disclaimed to the fullest extent permitted by law. Recotap does not warrant that the Service will operate error-free or without interruption or bugs. Without derogating from the generality of the above, Recotap makes no warranties, representations or other affirmation of fact, including but not limited to statements regarding suitability for use with third-party products or performance of the Service. The foregoing disclaimers will apply even if any warranty provided under these Recotapd General Terms and Conditions fails of its essential purpose.
Customer represents and warrants that: (i) it will comply with all international, national, provincial and local laws and regulations (including laws regarding privacy and protection of consumer information and the procurement of all mandatory permits and licenses) applicable to the performance of its obligations hereunder; (ii) it will avoid deceptive or misleading practices that could adversely affect the performance of Recotap’s obligations under this Agreement or damage the reputation of the other party; (iii) it is not a Party to any agreement with a third party the performance of which is reasonably likely to affect adversely Recotap’s performance of its obligations hereunder; (iv) it is not required to secure and maintain any form of licenses, releases, consents, approvals or immunities in order to use the Service; and (v) the performance of its obligations under these Recotap General Terms and Conditions will not violate any other agreement between Customer and any third party.
Recotap will not be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, but not limited to, internet failure, network or computer equipment failures, telecommunication equipment failure, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or loss of or fluctuations in heat, light or air conditioning.
Except for willful misconduct, a breach by a Party of Section 10(Intellectual Property), Section 11(Confidentiality)and Section 13(Data Privacy)(The“Excluded Liability Categories”), in no event will either Party be liable for consequential damages of any kind, including, without limitation, indirect, incidental, punitive, exemplary or special damages (including loss of use, data, business or profits) arising out of or in connection with (I) any applicable Statement of Work and/or these Recotap General Terms and Conditions (II) the use of or inability to use the Service or (III) any error or bug in the Service, whether such liability arises from a claim based upon contract, tort or otherwise, and whether or not either party has been advised of the possibility of such loss or damage.
Notwithstanding anything to the contrary under these Recotap General Terms and Conditions, except with respect to the Excluded Liability Categories, in no event shall either Party’s liability in respect of any action or default relating to any applicable Statement of Work and/or these Recotap General Terms and Conditions exceed the amounts actually paid by Customer hereunder to Recotap during the 6 months' period preceding the event leading to such liability.
Should any Services become, or in Recotap’s opinion, be likely to become, subject of any a claim stating that any Services furnished by Recotap to Customer infringes a patent, copyright, or trademark (“Infringement Claim”), then Customer permits Recotap, at Recotap’s option and expense, to either (i) procure for Customer the right to continue using such Software or (ii) replace or modify it so that it becomes non-infringing; or (iii) cease to provide the Services. This Section 12.6 states the entire liability of Recotap with respect to an Infringement Claim, and Recotap shall have no additional liability hereunder or otherwise with respect to any alleged or proven infringement.
For the purpose of providing Customer with the Service, Recotap may collect and use information and/or data relating to the Customer and its users, which are of a nonpersonal nature. Recotap will not collect any personally identifiable information (“Personal Data”) without Customer’s consent and Customer shall not pass any personally identifiable information to Recotap without Recotap's prior explicit consent. Any handling of Personal Data of any kind by either party shall be in accordance with applicable laws and regulations. Recotap makes no representation regarding its handling of Customer’s Personal Data if such is passed to Recotap without its knowledge and/or consent thereof.
In case of receipt by Recotap of any Personal Data from Customer as shall be mutually agreed by the Parties, Recotap will not sell, rent, transfer and/or or otherwise provide any Personal Data to any third party except (i) to Recotap's service providers and subcontractors as shall be required for the purpose of rendering the Services; (ii) to any of Recotap's successor-in-interest in the event of any change of control to the Company or any of its affiliates; and (iii) to any Recotap's controlled affiliates. Notwithstanding, Recotap reserves the right to disclose Personal Data as required by law, when such as necessary for Recotap’s delivery of its obligations hereunder and when Recotap believes that such disclosure is necessary to protect its rights, goodwill, Recotap’s systems and technology and/or to comply with a judicial proceeding, court order, or legal process served in connection with the Service.
Customer warrants to Recotap that it has (and will have at all times during the Term of these Recotap General Terms and Conditions) the consent and authorizations of its end users and any and all other relevant third parties to operate the Services, and to collect and use the end-user data resulting from its use of the Services.
Use of Customer's Name and Logo. Customer hereby grants Recotap, during the term of these Recotap General Terms and Conditions, with a non-transferable, non-sublicensable, nonexclusive, fully paid, worldwide and limited license to use and display Customer's names, logos and trademarks, solely for identifying Customer as a customer of Recotap (including, without limitation, on Recotap's website).
Joint Activities. During the term of these Recotap General Terms and Conditions, the Parties may mutually agree (but not obligated), from time to time, to engage in joint marketing activities which promote their products or services, including by way of seminars, press announcements, trade shows, user groups and/or other events. Such mutual agreements shall not bind the Parties, unless made in writing.
Assignment.These Recotyap General Terms and Conditions are binding on each Party and its successors and assigns. Neither Party may assign or transfer these Recotap General Terms and Conditions and/or any applicable Statement of Work, or assign any of its rights or delegate any of its duties thereunder, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign these Recotap General Terms and Conditions and/or any applicable Statement of Work and/or any part thereof without the other Party’s consent to, in case of Recotap, any of Recotap's controlled or controlling affiliates, or, with respect to both Parties, to any successor-in-interest pursuant to any merger, reorganization or sale of such Party or all or a substantial part of its business that pertains to any applicable Statement of Work. Any attempt by a Party to assign its rights or obligations under these Recotap General Terms and Conditions and/or any applicable Statement of Work in breach of this Section shall be void and of no force or effect.
Choice of Law.
These Recotap General Terms and Conditions and/or any applicable Statement of Work will be governed by and construed in accordance with the laws of the state of incorporation of the particular Recotap entity with which Customer has entered into an applicable Statement of Work. Any dispute arising out of or related to these Recotap General Terms and Conditions and/or any applicable Statement of Work will be brought solely in (i) the courts of Bangalore, Karnataka, India;
The Parties expressly agree that they are independent contractors and do not intend for these Recotap General Terms and Conditions and/or any applicable Statement of Work to be interpreted as an agency, joint venture or partnership relationship between the Parties.
Neither Party’s waiver of the breach of any provision shall constitute a waiver of the provision in that or any other instance. These Recotap General Terms and Conditions and/or any applicable Statement of Work contain the entire understanding of the Parties relating to the subject matter and supersede all prior agreements and understandings, both written and oral, regarding such subject matter, except for any signed NDA between the parties (if any).
In the event of a conflict between these Recotap General Terms and Conditions and any applicable Statement of Work, the terms of these Recotap General Terms and Conditions shall prevail, unless the applicable Statement of Work explicitly reference the contemplated issue in the Recotap General Terms and Conditions to be modified thereby.
If any term of these Recotap General Terms and Conditions is held invalid or unenforceable for any reason, the remainder of the provision shall continue in full force and effect, and the Parties shall substitute a valid provision with the same intent and economic effect.
Any change to these Recotap General Terms and Conditions shall be made solely in writing by both Parties.