1. Definitions
For the purposes of these Terms and Conditions, the following definitions apply:
"KAIROSOLS": Refers to Kairosols IT Services Private Limited, a duly registered company in India, that owns, develops, and provides software and services under the brand KAIROFIND.
"KAIROFIND": A brand owned and developed by KAIROSOLS, representing the suite of software services and products offered to customers.
"Customer": Any individual or organization that accesses, uses, or subscribes to the services provided by KAIROSOLS under the brand KAIROFIND.
"Software": All services and associated files created, managed, and hosted by KAIROSOLS under the KAIROFIND brand, including the KAIROFIND platform, APIs, and any software provided to the Customer.
"Confidential Information": All information marked as confidential or reasonably understood to be confidential or proprietary in nature, disclosed by one party to the other.
"Agreement": The present Terms and Conditions, along with any related documents, policies, or procedures referenced or incorporated herein.
"Data": Refers to all data collected, processed, or stored by KAIROSOLS and KAIROFIND on behalf of the Customer, including but not limited to personally identifiable information (PII), application URLs, and test data.
2. Grant of Rights
KAIROSOLS, through its KAIROFIND brand, grants the Customer a non-exclusive, non-transferable, non-sublicensable, and worldwide right to access and use the Software in accordance with the Agreement, subject to the Customer's compliance with the terms and conditions and payment of applicable fees.
3. Restrictions
The Customer acknowledges that the Software contains trade secrets and proprietary information of KAIROSOLS. The Customer shall not:
Modify, adapt, or create derivative works of the Software without written consent from KAIROSOLS.
Reverse engineer, decompile, or disassemble the Software.
Remove or modify any proprietary notices or labels included in the Software.
4. Fees and Payment
The Customer shall pay fees as outlined in KAIROFIND's pricing terms or as mutually agreed upon in writing. KAIROSOLS reserves the right to modify fees with 60 days' notice. All fees are non-refundable. Payments shall be processed through third-party gateways, with the Customer responsible for ensuring compliance with gateway terms.
5. Confidential Information
Each party agrees to keep the other's Confidential Information confidential and to use it solely for fulfilling its obligations under the Agreement. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without a duty of confidentiality.
6. Data Privacy and Security
KAIROSOLS is committed to ensuring the privacy and security of Customer data in accordance with its Data Security and Privacy Policy, which is incorporated by reference. KAIROSOLS's security program, under the KAIROFIND brand, complies with ISO 27001 standards to protect the integrity and confidentiality of Customer data.
7. Consent to Scan
By accessing and using the KAIROFIND web vulnerability scanning platform, the Customer represents and warrants that they have obtained all necessary authorizations and consents to conduct the vulnerability scans and penetration tests on the specified target websites or applications. The Customer agrees that they are fully responsible for the consequences arising from any unauthorized scanning or testing performed without the required consents from third-party hosting providers or internet service providers (ISPs). The Customer indemnifies KAIROSOLS from any claims or liabilities that may arise as a result of unauthorized scanning activities.
8. Security Vulnerabilities and Assessment
KAIROSOLS, through its KAIROFIND platform, follows industry-standard practices and procedures to identify potential security vulnerabilities during vulnerability assessments and penetration testing. The Customer acknowledges and agrees that:
Any security vulnerabilities identified during the assessment are specific to the conditions under which the tests were conducted and are based on the information provided by the Customer.
KAIROSOLS shall not be held liable for any security breaches or incidents occurring during or after the assessment, including but not limited to unauthorized access, data breaches, or other malicious activities.
The Customer is responsible for ensuring that appropriate mitigations and security controls are in place, based on the assessment results, to protect their systems and data from further risks.
9. Intellectual Property Rights
All intellectual property rights in the Software, including but not limited to trademarks, copyrights, and patents, are owned by KAIROSOLS. This Agreement does not transfer any ownership rights to the Customer.
10. Termination
This Agreement remains in effect until terminated by either party. KAIROSOLS may terminate the Agreement with 30 days notice or immediately if the Customer breaches the Agreement, becomes insolvent, or if continued use poses a risk to KAIROSOLS or others. Upon termination, all rights granted to the Customer under this Agreement will cease.
11. Maintenance and Support
KAIROSOLS, through its KAIROFIND brand, shall provide maintenance, updates, and support services during the term of the Agreement as described in the Service Level Agreement (SLA). Support is available Monday to Friday, 9:00 am to 5:00 pm IST, excluding national holidays.
12. Warranties and Disclaimers
KAIROSOLS warrants that it has the right to offer the Software under the KAIROFIND brand. The Software is provided "as is" without any express or implied warranties, including warranties of non-infringement, merchantability, or fitness for a particular purpose. KAIROSOLS shall not be liable for third-party services used in conjunction with the Software.
13. Indemnification
The Customer shall indemnify and hold harmless KAIROSOLS against any third-party claims arising out of:
Customer's use of the Software.
Breach of the Agreement or violation of law by the Customer.
Alleged infringement or misappropriation of third-party intellectual property rights by Customer's data or usage.
14. Limitation of Liability
KAIROSOLS's liability under this Agreement shall be limited to the total fees paid by the Customer in the 12 months preceding the claim. KAIROSOLS shall not be liable for indirect, incidental, or consequential damages, including loss of profits or data.
15. Dispute Resolution
Any disputes shall be resolved through good faith negotiations. If unresolved, disputes shall be escalated to senior management. If further resolution is required, the courts of Hyderabad, Telangana, shall have exclusive jurisdiction.
16. Force Majeure
KAIROSOLS shall not be liable for delays or non-performance of obligations due to events beyond its reasonable control, including but not limited to natural disasters, acts of war, or government actions.
17. Public Announcements
KAIROSOLS may use the Customer's name and logo in its marketing material under the KAIROFIND brand unless otherwise requested by the Customer in writing.
18. Governing Law
This Agreement shall be governed by the laws of India and all disputes shall be subject to the exclusive jurisdiction of courts at Hyderabad, Telangana.
19. General Provisions
This Agreement constitutes the entire agreement between the parties. No waiver or amendment of the Agreement is valid unless in writing and signed by both parties. If any provision is deemed invalid, the remaining provisions shall remain in full force and effect.