Subscription Agreement

For this Subscription Agreement (“Agreement”), GroCurv Pvt. Ltd.  (is hereinafter referred to as “Company” and “Service Provider”) and its partners (are hereinafter referred to as “Agencies” and/or “Subscribers”).

1. Introduction to GroCurv
   1. GroCurv (“Platform”) is a marketing services procurement platform which is used across sectors such as Home & Personal Care, Food & Beverages, Healthcare, Online Retail, etc.. The platform provides automated tools for clients to create projects, identifies the most relevant agencies, speed up the RFI and RFP process, help in proposal evaluation, contracts and project monitoring through a self-serve conversational solution.
   2. GroCurv Algorithms package hundreds of data points, uses machine learning modules, text transformation solutions which are built and codified by the Company, to provide best in class sourcing.
   3. GroCurv provides to its partners a one stop Business Development and Brand Creation solution in front of hundreds of prospective clients and marketers looking to hire an agency.
2. Subscription
   1. Subject to the terms of this Agreement, the Company hereby grants to the Subscriber a non-sub licensable, non-transferable, non-exclusive subscription to access and use the GroCurv Service, solely for the purpose agreed between the parties in the principal agreement.
   2. Access: All data can be accessed on the GroCurv dashboard for which multiple logins can be created by the Subscriber. For avoidance of doubt, it is the Subscriber’s duty to maintain confidentiality of the dashboard logins.
3. Right to subscription - Subscriber
4. Licensing Terms:
   1. Company grants the license of GroCurv to Subscriber on the following terms and conditions. Subscriber agrees to abide and be bound by this Agreement and acknowledges that the rights granted herein are conditioned upon Subscriber’s continued compliance with this Agreement and below licensing terms and conditions:
      1. General - Software is licensed, not sold, to the Subscriber for use only under the terms and conditions of this Agreement, and Company reserves all rights not expressly granted herein. Any other use of the Software not specifically allowed by this Agreement is strictly prohibited. The user shall also be bound by the subscription terms herein.
      2. Proprietary Rights - The Subscriber acknowledges that Company retains all right, title and interest in the Intellectual Property including GroCurv Services and all software, materials, formats, interfaces, information and data (except data/information generated by Subscriber and its users), content and Company proprietary information and technology used by Company or provided to Subscriber in connection with the GroCurv Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber or learned as a result of Subscriber's use of the GroCurv Service, and that the GroCurv Service is protected by intellectual property rights owned by or licensed to the Company. Other than limited permission to use the GroCurv Services provided by the Company as expressly set forth in this Agreement, no other license or other proprietary rights in the GroCurv Service are granted to the Subscriber and all such rights are hereby expressly reserved by the Company.
         It is agreed between the Parties that the Subscriber shall not (a)Dis-assemble, de-compile or reverse-engineer the Software (or any part thereof) or its source code; (b) License, sell, transfer or lease out to any party the Software (or any part thereof) under any circumstances.
      3. Rights Granted - Subject to the terms and conditions set forth herein, Company hereby grants to Subscriber an annual/half yearly, non-transferable, non-exclusive license to use the Software expressly stated herein. No rights of ownership are transferred or sold. As between the parties, all rights, title and interest in and to the Software (including derivative works, customization or adaption) shall always remain with Company.
      4. Payment - The License will be valid only on full payment of fee which shall be paid by the Subscriber to Company as agreed under the principal agreement.
      5. Warranty Disclaimer - The Subscriber acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Company gives no warranty or representation that the GroCurv Services will always be wholly free from defects, errors and bugs.
         The Subscriber acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Company gives no warranty or representation that the GroCurv Services will always be entirely secure.
         The Subscriber acknowledges that the GroCurv Services are designed to be compatible only with that software and those systems specified as compatible in the specifications provided by the Company; and the Company does not warrant or represent that the GroCurv Services will be compatible with any other software or systems.
      6. General Provisions - This Agreement embodies the entire understanding and agreement between the Parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter, except that if You or Your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. GroCurv may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. GroCurv will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You should discontinue using the Services. If You continue using the Services after such ten-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes.
      7. Cancelation and Renewal - Subscriber can cancel their subscription at any time by emailing our Support team at partner@grocurv.com. Canceling your subscription will stop the auto-renewal of your subscription from the next billing cycle. Your existing subscription that you’ve already paid for will remain active till the end of the current billing cycle. GroCurv will not delete any data/recordings/projects from your account for a period of 1 month from the subscription end date. In this time period, you can renew your subscription at any time.

Last Updated: 29th June, 2021