Device Health Diagnostics & Certification Software
This End User License Agreement ("Agreement" or "EULA") is a binding contract between you and Pramaan Systems, a [private limited company / LLP / partnership / proprietorship] organised under the laws of India, with its registered office at A 329, GTM Forrest Lavana Mokhumpur, Dehradun, Uttarakhand – 248005, India ("Cirtyn", "we", "us" or "our"). It governs your download, installation, access to and use of the Cirtyn software and related services.
IMPORTANT — PLEASE READ CAREFULLY. By clicking "I Agree", or by downloading, installing, activating, accessing or using the Software, you agree to this Agreement. If you do not agree, do not install or use the Software and, if you have paid, request a refund under Section 8.
NOTICE OF ARBITRATION. Section 18 contains a binding arbitration agreement and a waiver of class and representative actions. If you are in the United States or Canada, you may opt out of arbitration within 30 days as described in Section 18.6. Nothing in this Agreement removes rights you have under mandatory consumer law in your country of residence (see Sections 18.8 and 19).
Capitalised terms have the meanings below. "Including" means "including without limitation".
| Term | Meaning |
|---|---|
| "Account" | The account you register to activate or manage the Software. |
| "Affiliate" | Any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests. |
| "Authorized User" | An employee, contractor or agent of a Business Customer whom that customer permits to use the Software under its licence. |
| "Business Customer" | A company, partnership, sole trader, public body or other organisation, or an individual acting for purposes relating to their trade, business, craft or profession, that obtains a licence to the Software. |
| "Certificate" | A device health report, QC certificate, grade, score or similar output generated by the Software, including any certificate ID, QR code or verification page associated with it. |
| "Consumer" | An individual acting wholly or mainly outside their trade, business, craft or profession. |
| "Customer Data" | Data you or your Authorized Users submit to, or that the Software collects from Tested Devices on your behalf, including Diagnostic Data and device inventory data, but excluding Usage Data and Aggregated Data. |
| "Diagnostic Data" | Hardware and system information collected from a Tested Device, such as component models, serial numbers, SMART attributes, battery metrics, temperatures and test results. |
| "Documentation" | The user guides, help pages, release notes and specifications we make available for the Software. |
| "Fees" | The amounts payable for a Subscription. |
| "Licensed Device" | A device on which the Software is installed, or which is counted as tested, under your Subscription. |
| "Order" | The online checkout, in-app purchase, quote, order form or invoice through which you buy a Subscription. |
| "Privacy Policy" | The Cirtyn Privacy Policy at cirtyn.com/privacy, as updated from time to time. |
| "Services" | The cloud features associated with the Software, including the dashboard at dashboard.cirtyn.com, cloud records, Certificate verification, alerts, lifecycle monitoring, APIs and support. |
| "Software" | The Cirtyn applications for any operating system, together with the Services, Documentation, updates, upgrades, patches, modules and any license keys, in object-code form. |
| "Subscription" | The plan, term, number of Licensed Devices or scans and feature set you purchase or are granted, including a Trial. |
| "Tested Device" | Any device on which you run the Software. |
| "Trial" | Free, evaluation, beta, preview or promotional access. |
| "Usage Data" | Technical information about how the Software performs and is used, such as crash logs, feature usage, version and session timing. |
| "Aggregated Data" | Data derived from Customer Data or Usage Data that is de-identified and aggregated so that it does not identify you, any individual or any specific Tested Device. |
| "you" | The individual accepting this Agreement or, if accepting on behalf of a Business Customer, that Business Customer. |
You accept this Agreement electronically by clicking "I Agree" or by installing or using the Software. You agree that this electronic acceptance has the same effect as a handwritten signature, including under the US E-SIGN Act, EU Regulation 910/2014 (eIDAS) and India's Information Technology Act, 2000. We keep a record of the version you accepted and when.
If you accept on behalf of a Business Customer, you represent and warrant that you have authority to bind it, and "you" refers to that Business Customer. If you lack that authority, you must not accept or use the Software. A Business Customer is responsible for all acts and omissions of its Authorized Users as if they were its own.
You must be at least 18 years old, or the age of majority where you live if higher, and able to form a binding contract. The Software is not directed at children and must not be used by anyone under 16. You must not use the Software if you are barred from doing so under the laws of any applicable jurisdiction, including the sanctions and export laws described in Section 17.
You must give accurate registration information, keep it up to date and keep your credentials and license keys confidential. You are responsible for all activity under your Account. Notify us promptly at [email protected] of any unauthorised use.
If documents conflict, the following apply in this order: (a) a signed enterprise licence agreement or order form that expressly overrides this Agreement; (b) any Data Processing Addendum (DPA) between us; (c) this Agreement; (d) the Cirtyn Terms of Use; (e) the Documentation. The Privacy Policy describes our handling of personal data and is not a contract term except where the law makes it one. Terms on a purchase order or vendor portal that you issue do not apply, even if we accept or sign the order.
The Software is licensed, not sold. Subject to your compliance with this Agreement and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable (only as set out in this Agreement) licence during your Subscription term to: (a) install and run the Software in object-code form on the number and type of Licensed Devices permitted by your Subscription; (b) use the Software to test, grade and certify Tested Devices that you own or are authorised to test; (c) access the Services available under your Subscription; and (d) use, print and share Certificates as permitted in Section 6.
Consumers may use the Software for personal, non-commercial purposes. Business Customers may use it for their internal business operations and, where their Subscription permits, to test devices owned by their own customers (for example as a repairer or refurbisher). No other use is licensed, including hosting the Software for third parties or offering it as a service bureau, unless an Order expressly allows it.
A Trial lasts for the period stated at sign-up (currently 7 days) and may be limited in features, scans or Certificate validity. Trials and beta features are provided "AS IS" with no warranty, support, service level or indemnity, and our total liability for them is limited to USD 50, to the extent permitted by law. We may end a Trial at any time. Certificates issued during a Trial may carry a "Trial" marking and limited validity.
Where a Subscription is limited by devices, scans, seats or time, the limit is measured by the Software's activation and usage records, which are presumed accurate unless you show otherwise. Reassigning a licence from one device to another is permitted only as the Documentation allows; we may limit reassignments to prevent licence sharing.
A Business Customer may permit its Authorized Users and Affiliates to use the Software within its Subscription limits, provided it remains responsible for their compliance.
All rights not expressly granted are reserved by us and our licensors. No implied licence is granted, whether by estoppel or otherwise.
4.1 Except as expressly permitted by this Agreement or by mandatory law, you must not, and must not permit anyone else to:
4.2 Any use in breach of this Section is outside the scope of the licence and is an infringement of our intellectual property rights as well as a breach of contract.
The Software may require online activation and periodic re-validation of your licence, which involves sending a device identifier, license key and Software version to our servers. If validation fails or your Subscription ends, some or all features may stop working until the licence is validated or renewed.
The Software contains technical measures to enforce licence limits and protect the integrity of Certificates. These measures do not access your personal files.
Business Customers must keep accurate records of their installations and use. On at least 15 days' written notice, no more than once in any 12-month period, we or an independent auditor bound by confidentiality may verify compliance, during normal business hours and without unreasonable disruption. We may instead ask you to complete a written self-certification within 15 days. If use exceeds your entitlement, you must pay for the excess at our then-current list prices within 30 days. If the shortfall exceeds 5%, you must also reimburse the reasonable cost of the audit.
A Certificate records the results of automated software tests run on a Tested Device at a specific date and time, using the information the device's hardware, firmware and operating system reported. It is a point-in-time, software-generated assessment. It is not a warranty, guarantee, inspection by a qualified engineer, appraisal, valuation, insurance product or certification by any government or standards body, and Cirtyn is not a certification body accredited under ISO/IEC 17065 or similar.
Results can be affected by firmware, drivers, operating-system restrictions, manufacturer limitations, sensors that report inaccurately, hardware that has been tampered with or modified, components that cannot be tested in software (such as cosmetic condition, liquid damage, keyboards, hinges or ports not exercised), and conditions that change after the test. Any accuracy, speed or similar figure we publish describes results in our internal testing and is not a promise about any particular device.
Health scores, letter grades, risk flags, lifecycle predictions, alerts and resale or buy-back value estimates are produced by automated rules and models. They are estimates, not facts or offers, and they may change as our models change.
You may share Certificates you generated with prospective buyers, insurers, auditors, lessors and customers. When you do, you must: (a) share the Certificate unaltered, with its certificate ID and QR code intact; (b) not describe it as a warranty or as an independent inspection by Cirtyn; (c) not attach it to a device other than the one tested; and (d) where you are a Business Customer selling or certifying devices to others, give your own warranty or condition statement to your customer if the law requires one. You, not Cirtyn, are solely responsible for every representation you make to third parties about a device.
Altering, forging, re-using or misrepresenting a Certificate, or generating one through tampered hardware, emulation, virtual machines or interference with the Software, is a material breach. We may revoke the Certificate, mark it as invalid on the verification page, suspend your Account and report the matter to law enforcement or affected third parties.
Scanning a Certificate's QR code shows a read-only summary on our verification page. We may mark a Certificate as expired, superseded or revoked where it was issued in error, generated during a Trial or unpaid Subscription, falsified, or where a later test on the same device shows a different result. We aim to keep verification available for the retention period stated in the Privacy Policy (currently five years from issue) but do not guarantee it beyond that or after this Agreement ends.
Certificates are issued for your use. Third parties who receive one do not become parties to, or beneficiaries of, this Agreement, and to the extent permitted by law we owe them no duty of care. You must not represent otherwise.
Stress, burn-in and thermal tests deliberately run components at or near their limits. On devices with existing faults, poor cooling, worn batteries or failing storage, this can cause overheating, throttling, unexpected shutdown, battery swelling, system instability or data loss, and can reveal or accelerate an existing failure. By running a test you accept these inherent risks.
You must:
You must only test devices you own or are authorised by the owner to test. Where a Tested Device belongs to or is used by another person (for example an employee or a repair customer), you are responsible for any notice to or consent from that person that the law requires, and for any employee-monitoring, works-council or consultation obligations that apply to you.
You are responsible for decisions you make using the Software, including whether to repair, redeploy, buy, sell, insure, lease, recycle or dispose of a device, and for any price you set. Do not rely on the Software alone for high-value or safety-relevant decisions without an independent physical inspection.
The Software does not erase, sanitise or certify the erasure of data unless a feature expressly says so. You remain responsible for secure data erasure before resale, donation or recycling.
You agree to pay the Fees shown at checkout or in your Order, in the currency stated. Fees are non-cancellable and non-refundable except as stated in this Section, in our Refund Policy at cirtyn.com/refund-policy, or where the law requires otherwise.
Unless you cancel, paid Subscriptions renew automatically at the end of each term for the same length of term, and we (or our payment processor or app store) will charge your saved payment method the then-current Fee for that term. We will tell you the renewal price and date before your first purchase and, where required by law (including California Bus. & Prof. Code § 17600 et seq. and the EU and UK consumer rules), send you a reminder before renewal. You can cancel at any time in your Account settings, in the app store where you bought, or by emailing [email protected]; cancellation takes effect at the end of the current term and you keep access until then.
If a Trial requires a payment method and converts to a paid Subscription, we will tell you the price, the date of the first charge and how to cancel before the Trial starts. You will not be charged if you cancel before the Trial ends.
We may change Fees for future terms by giving at least 30 days' notice before the change applies to you. If you do not agree, you may cancel before the renewal date.
Fees exclude taxes unless stated. You are responsible for all sales, use, value added, goods and services, digital services, withholding and similar taxes, except taxes on our net income. If you must withhold tax by law, you must gross up the payment so that we receive the full Fee, unless a tax treaty reduces the rate and you give us the official receipts we need to claim the credit.
Overdue amounts bear interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend access to paid features after giving at least 10 days' notice of non-payment.
If you are a Consumer in the EU, EEA or UK, you normally have a 14-day right to withdraw from a contract for digital content or services. When you buy, we will ask you to expressly request that supply starts immediately and to acknowledge that you will lose your right of withdrawal once the download or activation begins. If you do not give that consent, you may withdraw within 14 days of purchase by telling us at [email protected] or using the model withdrawal form in Annex 1, and we will refund you within 14 days, less a proportionate amount for any Services supplied at your request during that period.
Without limiting rights you have under mandatory law, our Refund Policy currently allows a full refund of your first annual Subscription if you request it within 14 days of purchase and have generated fewer than 5 Certificates. App-store purchases are refunded only by the app store under its own policies.
If you dispute a charge with your bank without first contacting us, we may suspend your Account while the dispute is resolved. Certificates generated under a reversed payment may be marked invalid.
We may provide updates, patches and new versions, and the Software may download and install them automatically. Some updates may be required to keep using the Software or the Services, particularly security updates and updates to test modules. Updates are governed by this Agreement unless they come with separate terms.
If you are a Consumer, we will supply the updates, including security updates, needed to keep the Software in conformity with this Agreement for the period required by the law of your country (for example EU Directive 2019/770 and the UK Consumer Rights Act 2015).
We may modify, add or remove features. If we remove a feature that is a material part of a paid Subscription during its term, and this materially and adversely affects you, you may cancel and receive a pro-rata refund of prepaid Fees for the unused period. Consumers in the EU, EEA and UK may also have the right to terminate free of charge under applicable law.
Support is provided by email at [email protected] during our normal business hours (09:00–18:00 IST, Monday–Friday) on a reasonable-efforts basis, unless your Order includes a different support plan or service level.
The Services may be unavailable for maintenance, upgrades or reasons beyond our control. Except where an Order includes a service level, we do not guarantee any particular availability.
We may discontinue the Software, a version, an operating-system build or the Services on at least 90 days' notice (or shorter notice where required for security or legal reasons). If we do so during a paid term, we will refund prepaid Fees for the unused period. We will give you a reasonable opportunity to export your Customer Data before deletion.
Cirtyn is a hardware diagnostic tool, not a monitoring or surveillance tool. It is designed to read only hardware and system information needed to test a device. It is not designed to, and does not, open, read, scan, capture, copy, store or transmit the contents of your files, documents, photos, videos, audio, emails, messages, contacts, browsing history, passwords or other credentials, financial information, keystrokes or screen content. Camera and microphone checks detect whether the hardware is present and working; they do not record images, video or audio. Storage tests read drive health data (such as SMART attributes), not the files stored on the drive.
The only personal data we process is: (a) the Account and billing details you give us, such as name, email address, phone number and company; (b) technical identifiers such as IP address, license key, and device serial number and model, which are linked to a Certificate and may identify a person if a device belongs to an individual; and (c) Usage Data. We process this data only for the purposes described in this Agreement and the Privacy Policy.
Basic diagnostics can run locally. Activation, cloud records, Certificate verification, lifecycle monitoring, alerts, the dashboard and APIs send Customer Data and Usage Data to our servers and those of our service providers. If you use these features, you instruct us to process that data to provide them.
For Account, billing, Usage Data and our own security and fraud prevention, we act as an independent controller (or "business" under US state privacy laws) and process personal data as described in the Privacy Policy. Where a Business Customer uses the Software to test devices of its employees or customers, it is the controller of the personal data in that Customer Data and we act as its processor (or "service provider"), on its documented instructions. Our Data Processing Addendum at cirtyn.com/dpa then forms part of this Agreement and includes the EU Standard Contractual Clauses and UK International Data Transfer Addendum where required.
As between the parties, you own your Customer Data. You grant us and our service providers a worldwide, non-exclusive, royalty-free licence to host, copy, process and display Customer Data only as needed to provide, secure and support the Software, to comply with law, and as set out in Section 10.5.
We may collect Usage Data and create Aggregated Data, and use them to operate, secure, support and improve our products, including our diagnostic and scoring models, and for benchmarking and statistics. We own Aggregated Data. We will not try to re-identify it or sell personal data.
We are based in India and use service providers in other countries. Personal data may therefore be processed outside your country, including in India [and the United States / the EU — list hosting regions]. Where the law requires, we use lawful transfer mechanisms such as the EU Standard Contractual Clauses, the UK Addendum and equivalent safeguards, and we comply with India's Digital Personal Data Protection Act, 2023 as it applies to us.
We maintain appropriate technical and organisational measures to protect Customer Data, including encryption in transit and at rest and role-based access controls. We will notify affected Business Customers without undue delay, and within any period required by law, after becoming aware of a personal data breach affecting their Customer Data.
You are responsible for the lawfulness of the Customer Data you provide and for having a lawful basis, and any required notices and consents, for us to process it on your behalf.
We retain data for the periods stated in the Privacy Policy and DPA. You may export your Customer Data during your Subscription and for 30 days after it ends, after which we may delete it, except Certificate verification records kept under Section 6.6 and data we must keep by law.
We and our licensors own all right, title and interest, including all intellectual property rights, in the Software, its source and object code, test methods, scoring and grading models, algorithms, Certificate formats, Documentation, user interfaces, Aggregated Data and the Cirtyn and Pramaan names and logos. This Agreement does not transfer any of these to you.
If you give us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use it for any purpose without obligation to you. We will not identify you publicly as its source without your consent.
You may refer to a device as "tested with Cirtyn" and display Certificates as permitted in Section 6. Any other use of our trademarks requires our prior written consent and must follow our brand guidelines.
The Software includes components licensed by third parties, including open-source software. Those components are licensed under their own terms, which are listed in the Software's "About / Notices" screen or provided on request at [email protected]. Where an open-source licence grants you rights that this Agreement restricts, the open-source licence prevails for that component only.
The Software may interoperate with third-party services, such as payment processors, app stores, IT asset management or ticketing systems. Your use of them is governed by their terms, and we are not responsible for them.
If you obtain the Software through a third-party store or marketplace (such as the Apple App Store or Mac App Store, Google Play or the Microsoft Store), you must also comply with that store's terms, and its usage rules prevail over this Agreement where they conflict. Payments, renewals and refunds for store purchases are handled by the store.
If you obtained the Software from Apple:
If you obtained the Software from Google Play or the Microsoft Store, the store's terms of service and refund policies apply in addition to this Agreement, and the store provider is not responsible for the Software or its support.
We warrant that, for 30 days from the start of a paid Subscription (or any longer period required by mandatory law), the Software will perform materially in accordance with its Documentation. If it does not, and you notify us within that period, we will at our option repair or replace the Software or, if we cannot do so within a reasonable time, terminate your Subscription and refund the Fees paid for the non-conforming Software. This is your sole and exclusive remedy for breach of this warranty, except where mandatory law gives you other remedies. This warranty does not apply to Trials, beta features, or problems caused by misuse, unsupported hardware or operating systems, third-party software, or modifications not made by us.
No advice, marketing material, website statistic or statement by any person, whether oral or written, creates a warranty not expressly stated in this Agreement.
Some jurisdictions do not allow the exclusion of implied warranties or conditions, or limits on how long they last. In those jurisdictions, the exclusions above apply only to the extent permitted, and any implied warranty is limited to the shortest period the law allows. If you are a Consumer, you have legal rights in relation to digital content and services that are not affected by this Section.
Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct where the applicable law does not permit limitation; or (d) a Consumer's statutory rights that cannot be waived.
The Fees reflect the allocation of risk in this Agreement. The limitations in this Section apply even if a limited remedy fails of its essential purpose, and they are an essential basis of the bargain between the parties.
To the extent permitted by law, any claim against us must be brought within one year after the cause of action arises, failing which it is permanently barred.
If you are a Business Customer, you will defend, indemnify and hold harmless us, our Affiliates and our and their officers, directors, employees and agents from and against all third-party claims, and resulting losses, damages, fines, penalties, costs and reasonable legal fees, arising out of or relating to: (a) your or your Authorized Users' breach of this Agreement or of law; (b) any representation, warranty, sale, lease, insurance, refurbishment or disposal of a device by you, including any use of a Certificate in a transaction with a third party; (c) devices tested without proper authority; (d) Customer Data, including any claim that its processing on your instructions breaches privacy law; or (e) any falsified or misrepresented Certificate. Consumers indemnify us only to the extent the law of their country permits and only for losses caused by their wilful breach or fraud.
We will defend a Business Customer against any third-party claim that the Software, as provided by us and used in accordance with this Agreement, infringes that third party's patent, copyright or trademark, or misappropriates its trade secret, and will pay damages finally awarded or agreed in settlement. If such a claim is made or likely, we may at our option obtain a licence for you to continue, modify the Software to be non-infringing without material loss of function, or terminate the affected licence and refund prepaid Fees for the unused period. We have no obligation for claims arising from Trials, modifications not made by us, combination with items not supplied by us, use after we have provided a non-infringing update, or use in breach of this Agreement. This Section 15.2 states our entire liability and your exclusive remedy for infringement claims.
The indemnified party must promptly notify the indemnifying party of the claim (delay relieves the indemnifying party only to the extent it is prejudiced), give it sole control of the defence and settlement, and provide reasonable cooperation at its expense. No settlement that admits fault or imposes obligations on the indemnified party may be made without its consent, not to be unreasonably withheld. The indemnified party may join with counsel of its choice at its own cost.
This Agreement starts when you accept it and continues until your Subscription ends without renewal or the Agreement is terminated.
You may terminate at any time by cancelling your Subscription and uninstalling the Software. Except as stated in Sections 8, 9.3, 9.6 and 15.2 or required by law, termination does not entitle you to a refund.
We may terminate this Agreement or your Subscription: (a) on 30 days' written notice if you materially breach it and fail to cure the breach within that period; (b) immediately on notice for breach of Section 4 (Restrictions), Section 6.5 (Falsification) or Section 17 (Export and Sanctions), or for non-payment that continues 10 days after notice; (c) immediately if you become insolvent, enter liquidation or administration, or make an arrangement with creditors, to the extent the law permits; or (d) on 90 days' notice for any reason, in which case we will refund prepaid Fees for the unused period.
We may suspend access to all or part of the Software or Services, without liability, where reasonably necessary to prevent harm to our systems or other users, to stop suspected fraud or Certificate falsification, to comply with law or a government order, or while a breach is investigated. We will give notice where practical and lift the suspension once the cause is resolved.
On termination: (a) all licences end and you must stop using and uninstall the Software and destroy any copies and license keys; (b) any unpaid Fees for the period before termination become immediately due; (c) Section 10.9 governs export and deletion of Customer Data; and (d) we may mark Certificates generated after the termination date, or in breach of this Agreement, as invalid. Certificates validly issued before termination remain verifiable under Section 6.6.
Sections 1, 4, 5.3, 6.4 to 6.7, 7, 8 (for accrued amounts), 10.4, 10.5, 10.9, 11, 13, 14, 15, 16.5, 16.6, 17, 18, 19 and 20 survive termination, together with any other provision that by its nature is intended to survive.
The Software may be subject to export control and economic sanctions laws, including those of India, the United States (including the Export Administration Regulations and regulations administered by OFAC), the European Union, the United Kingdom and the United Nations. You represent and warrant that you are not, and are not owned or controlled by or acting for, a person on any applicable restricted-party list, and that you are not located in, organised under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions. You must not export, re-export, transfer or use the Software in breach of those laws, or for any prohibited end use, including military, weapons of mass destruction or surveillance in breach of human rights.
Each party will comply with applicable anti-bribery laws, including India's Prevention of Corruption Act, 1988, the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, in connection with this Agreement.
The Software and Documentation are "commercial computer software" and "commercial computer software documentation" as defined in FAR 2.101 and DFARS 252.227-7014. Under FAR 12.212 and DFARS 227.7202, US Government end users acquire them only with the rights set out in this Agreement.
Before starting any formal proceeding, the party with the dispute must send a written notice describing it and the relief sought to the other party (to us at [email protected] with the subject "Dispute Notice"). The parties will try in good faith to resolve it within 60 days. Limitation periods are paused during this period.
The law and forum below depend on where you live (Consumers) or have your principal place of business (Business Customers), in each case excluding conflict-of-law rules:
| Your location | Governing law | Forum |
|---|---|---|
| United States or Canada | State of Delaware, USA, and the US Federal Arbitration Act (for Quebec, see Section 19) | Individual arbitration under Section 18.3 |
| India | Republic of India | Arbitration seated in New Delhi under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, in English; courts at New Delhi have supervisory jurisdiction |
| Anywhere else | Republic of Singapore | Arbitration under Section 18.4 |
Any dispute arising out of or relating to this Agreement or the Software, including its formation, validity, scope or enforceability, will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (for Consumers) or Commercial Arbitration Rules (for Business Customers), before a single arbitrator. The arbitrator, not a court, decides questions of arbitrability, except that a court decides the enforceability of Section 18.5. For Consumers, the hearing will take place in the county where you live or by video, and claims under USD 10,000 may proceed on written submissions; we will pay all AAA filing, administration and arbitrator fees above the amount you would pay to file in court, unless the arbitrator finds your claim frivolous. If 25 or more similar demands are filed by or with the help of the same counsel, they will be administered in batches of up to 25 under the AAA Mass Arbitration Supplementary Rules, with one arbitrator per batch, and the statute of limitations is tolled for later batches. Judgment on the award may be entered in any court of competent jurisdiction.
Any dispute arising out of or in connection with this Agreement, including any question about its existence, validity or termination, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under its Arbitration Rules in force at the time. The seat is Singapore, the tribunal has one arbitrator, and the language is English. Hearings may be held by video. The award is final and binding and may be enforced in any court with jurisdiction, including under the New York Convention.
If this Section 18.5 is found unenforceable as to a claim, that claim (and only that claim) will proceed in court, stayed pending the outcome of any individual arbitrable claims, and the rest of Section 18 continues to apply.
You may opt out of arbitration under Sections 18.3 and 18.4 by emailing [email protected] with the subject "Arbitration Opt-Out", your name, Account email and a clear statement that you opt out, within 30 days after you first accept this Agreement. If you opt out, disputes will be resolved in the courts listed in Section 18.7, and neither party will be bound by arbitration.
Where a dispute is not arbitrated, the state and federal courts in Wilmington, Delaware (US and Canada), the courts of New Delhi (India) or the courts of Singapore (rest of world) have exclusive jurisdiction, and each party submits to them.
Either party may (a) bring an individual claim in a small-claims court with jurisdiction, and (b) seek urgent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information or the integrity of Certificates. If you are a Consumer resident in the EU, EEA, UK, Switzerland, Australia, New Zealand, Brazil or any other country whose law does not permit pre-dispute arbitration clauses or choice of foreign law and forum in consumer contracts, Sections 18.2 to 18.7 do not deprive you of the protection of the mandatory laws of your country of residence, and you may bring proceedings in the courts of your country of residence.
The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) do not apply to this Agreement.
If you live or are established in one of the places below, the following terms apply to you and prevail over any conflicting term above.
You have statutory rights for digital content and services that are not in conformity, including repair, price reduction and termination under Directive (EU) 2019/770 as implemented in your country, and these rights cannot be excluded. The liability exclusions and cap in Section 14 do not apply to damage caused by our intent or gross negligence, to injury to life, body or health, or to liability under mandatory product liability law. Germany and Austria: we are liable without limitation for intent and gross negligence; for slight negligence we are liable only for breach of an essential contractual obligation (an obligation whose fulfilment makes proper performance possible and on which you regularly rely), limited to foreseeable damage typical for this type of contract. You may also use the EU online dispute resolution information at the European Commission's consumer pages; we are not obliged and not willing to participate in dispute resolution before a consumer arbitration board unless the law requires it.
Your rights under the Consumer Rights Act 2015, including that digital content be of satisfactory quality, fit for purpose and as described, are not affected. We are responsible for loss or damage you suffer that is a foreseeable result of our breach of this Agreement or our failure to use reasonable care and skill, and for damage to your device or other digital content caused by faulty digital content we supply where we failed to use reasonable care and skill.
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). Nothing in this Agreement excludes, restricts or modifies any such guarantee, right or remedy. Where the law permits us to limit our liability for failure to comply with a guarantee in relation to goods or services not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to resupplying the services or paying the cost of having them resupplied.
Nothing in this Agreement limits rights you have under the Consumer Guarantees Act 1993 if you are a consumer. If you acquire the Software for business purposes, you agree that the Consumer Guarantees Act 1993 does not apply and that it is fair and reasonable for the parties to be bound by this Section.
If you are a Consumer in Quebec, Section 18.3 (arbitration) and Section 18.5 (class waiver) do not apply to you, this Agreement is governed by the laws of Quebec, and you may bring proceedings before the courts of Quebec. The parties have required that this Agreement and all related documents be drafted in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.
California: under Cal. Civ. Code § 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
New Jersey: nothing in Sections 13 to 15 limits rights you have under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act; any provision that is not enforceable in New Jersey does not apply to you.
If you are a consumer in Brazil, the Consumer Defense Code (Law 8,078/1990) applies, and you may bring proceedings in the courts of your domicile.
If you are in India, this Agreement is an electronic record under the Information Technology Act, 2000 and does not require a physical or digital signature. We process digital personal data in accordance with the Digital Personal Data Protection Act, 2023. Any grievance may be sent to our Grievance Officer: Vikas Gupta, [email protected] (For Indian customers, the Pramaan product and its terms may apply instead — see pramaansystems.com.)
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