The following Terms and Conditions (“Terms”) govern your use of the Test IO Platform and any services provided by Test IO, Inc. Please read these Terms carefully before using the Platform or any associated services. By accessing and using the Platform, you agree to be bound by these Terms.
1. Definitions In this Agreement, the following terms shall have the following meanings:
a. "Content": Refers to any data, information, text, graphics, or software provided to Test IO by you or your Users.
b. "Intellectual Property Right": Encompasses all tangible and intangible rights related to works of authorship worldwide. This includes copyrights, moral rights, mask works, trademarks, trade name rights, trade secret rights, patents, designs, algorithms, and other intellectual or industrial property rights.
c. "Platform": Denotes Test IO's cloud-based services, including any related mobile applications, as well as all upgrades and enhancements provided by Test IO under this Agreement.
d. "User": Refers to a single individual assigned a unique ID and password by your company to access the Platform. A User may be a Company employee, contractor, or any other staff working for or on behalf of your company. However, such User must be accessing and using the Services exclusively on your company's behalf, and you will be held responsible for their actions and omissions.
e. "Production": Denotes a live environment that is in commercial or production use, or any environment connected to an ordering or e-commerce system capable of processing transactions.
f. "Services": Refers to any services provided by Test IO through the Platform, excluding software testing services provided by third parties.
g. "Site": Represents a section of the Platform configured for use by your company, intended to enable Users to create and implement tests specific to your company. The Site may contain information on multiple tests designated by your company.
2. License and Ownership the Test IO Platform and any other software provided are licensed to you and not sold. Test IO retains all rights, title, and interest in the Platform, including any Intellectual Property Rights associated with it.
3. Use of Services You agrees to use the Services provided by Test IO in compliance with these Terms and any applicable laws and regulations. You are solely responsible for the Content you provide to Test IO and must ensure that you have the necessary rights to use and share such Content.
4. Intellectual Property Rights As between you and Test IO, you shall retain all rights, title, and interest in and to your Content. Test IO, on the other hand, retains all rights, title, and interest in the Platform and any services provided, including all Intellectual Property Rights associated with them.
5. User Responsibility you are responsible for the actions and conduct of your Users while using the Platform and Services. Any violation of these Terms by your Users will be considered a breach by your company.
6. Production Environment Usage you acknowledge and agree not to use the Platform in any Production environment unless explicitly permitted by Test IO in writing.
7. Third-Party Services The Services provided by Test IO may exclude software testing services offered by third parties. Such third-party services may have their own terms and conditions, and you are solely responsible for complying with them.
8. Termination Test IO reserves the right to terminate your access to the Platform and Services if you violate these Terms or engage in any unlawful or unauthorized activities.
By using the Test IO Platform and Services, you agree to abide by these Terms and any other policies or guidelines provided by Test IO. If you do not agree with these Terms, you may not use the Platform or Services.
2. Platform License.
2.1. Under the conditions outlined in this Agreement, Test IO grants Company a limited, worldwide, non-exclusive, non-transferable, and royalty-bearing license, without the right to sublicense, for accessing and utilizing the Platform solely for the internal business purposes of software testing. If Company uses mobile applications to access the Platform, the terms of the End User License Agreement accompanying the mobile application apply. It is important to note that the Platform acts as an intermediary, aggregating third-party testing services for resale to Company. The testers involved in the testing services are third-party contractors located worldwide, and Test IO does not directly provide testing services to Company.
2.2. Data License. Company grants Test IO a perpetual, irrevocable, worldwide, royalty-free license to use, display, reproduce, and distribute the Content available on the Site for two specific purposes: (i) for archival purposes and to fulfill Test IO's obligations under this Agreement; and (ii) for Test IO's internal use in enhancing the Site and Services. However, it is assured that Test IO will not disclose the identity of the Company while using the Content for these purposes.
2.3. Restrictions and Company Obligations. The use of the Platform by the Company must not result in any actions that could harm, disable, burden, or impair the servers, networks, or connected devices running the Platform. Unless explicitly permitted by this Agreement or applicable law, the Company and its third parties are prohibited from:
(a) Reproducing, modifying, translating, enhancing, decompiling, disassembling, reverse engineering, or creating derivative works of the Platform.
(b) Renting, leasing, or sublicensing the Platform to others.
(c) Using the Platform in a manner that offers Platform services to others or operates as a service bureau.
(d) Providing, disclosing, making available, or allowing any third party to use the Platform.
(e) Circumventing or disabling any technological features or security measures integrated into the Platform.
The Company is not allowed to publish any benchmark or comparative information about the Platform or Services without prior written consent from Test IO. Additionally, the Company must not alter or remove any copyright or proprietary rights notices displayed on any part of the Platform. Throughout its use of the Platform, the Company is obligated to comply with all relevant laws, statutes, ordinances, and regulations.
3. Reservation of Rights
Test IO grants Company a license to access and use the Platform, but ownership of the Platform remains with Test IO. This Agreement does not constitute a sale of the Platform to Company, and Test IO retains all Intellectual Property Rights related to the Platform and Services. The Platform, its copies, derivative works, compilations, and associated know-how are the exclusive property of Test IO and contain confidential and proprietary materials. Company agrees to take appropriate measures to protect the Platform and prevent any Unauthorized Use. If Company becomes aware of any Unauthorized Use, it must immediately inform Test IO and take necessary actions to stop it.
4. Company
Obligations
Company has certain obligations to provide Test IO with data, information, or assistance necessary for the testing services. Before requesting testing services, Company must provide the application or website to be tested, specific test requirements, known software bugs, interface or bug tracker information, and any other relevant data requested by Test IO. If a reported software bug, error, or deficiency is not rejected or disputed within ten (10) days, it will be considered accepted.
5. Production Testing
Testing in a Production environment or on systems that interact with Company's Production environment may cause damage or interference with normal business operations. Test IO will not be liable for any such damages, and Company acknowledges its sole liability for any issues arising from testing in its Production environment. Test IO may impose additional terms for such testing.
6. Services and
Technical Support
Test IO will provide the Platform and Services specified in the Order to Company. Unless explicitly purchased as managed services work, Company is responsible for setting up, configuring the Site, and configuring any tests. Additional Services may be purchased by Company upon mutual agreement with Test IO at the current Test IO pricing.
7. Feedback
During the term, Company may provide verbal or written feedback related to its use of the Platform or Services, including reports of errors. All such feedback becomes the property of Test IO, and Company assigns all intellectual property rights in the Feedback to Test IO.
8. Purchases, Cancellations, Returns, and Refunds
Since Hunttr does not sell physical goods, there are no options for cancellation or return. Users can purchase digital goods such as Messages and Diamond subscriptions to facilitate connections with other users. New digital goods may be introduced and existing ones may be modified or removed periodically. Digital goods obtained through referrals will expire within 6 months.
Users must not post or transmit any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, nor any material that infringes or violates another party's rights.
In-App Purchases
When making an in-app purchase, you will be prompted to enter details for your Software Store account ("your IAP Account"), and your IAP Account will be charged according to the terms disclosed at the time of purchase and the general terms for in-app purchases applicable to your IAP Account. Sales tax may be charged by some Software Stores based on your location. For auto-recurring subscriptions, your IAP Account will continue to be billed until you cancel. Subscriptions will automatically renew for the same period unless you cancel through your IAP Account. Deleting your Hunttr account or the Hunttr app does not cancel your subscription; you must cancel through your IAP Account.
Payments are generally non-refundable. Refunds are not available for any payment after membership termination. Exceptions may be made if a refund request is made within 14 days of the transaction date, the payment was made in a currency other than INR, the goods remain unused, and applicable laws mandate refunds. Such refunds will be processed within 7 business days.
For payment queries related to iOS devices using Apple ID, contact Apple at Apple Support. For Google Play Store payments, contact Hunttr customer support with your order details and invoice. For payments made through the website or other gateways, contact Hunttr customer support with your order details and invoice.
License
Hunttr grants users a restricted license for private and personal use. By using Hunttr, you grant Hunttr a free, non-exclusive, international, and permanent license to use, reproduce, represent, modify, and translate any content (text, emojis, photos, videos, etc.) provided through the app for the purpose of communication with other users. Hunttr can use this content in any format on the website, app, ads, other shielded areas accessible by users, and for internal purposes.
Hunttr reserves the right to modify or discontinue the service at any time, with or without notice. Hunttr is not liable for any modification, suspension, or discontinuance of the service.
Account Deletion
Users may delete their accounts at any time without notice. To use Hunttr again, users must re-register. Upon account deletion:
• The user's profile will be removed from the Hunttr profile list.
• The deleted profile cannot be reactivated.
Hunttr reserves the right to terminate memberships, suspend profiles, or disable access for any breach of terms, with or without notice.
Purchases made on Hunttr are non-refundable under any circumstances.
Term and Termination
12.1. Term: This Agreement becomes effective on the specified Effective Date and remains in force for each product or service mentioned in the Order for the duration of the subscription period(s) stated in the Order. After the initial subscription period(s) expire, the Agreement will automatically renew for subsequent periods equal to the original subscription period(s) unless either party provides written notice of non-renewal at least thirty (30) days before the current term's end. If such notice is given, the Agreement will terminate at the end of its then-current term. Please note that Test IO reserves the right to increase subscription pricing by up to five percent of the previous subscription period pricing for the Services. Test IO does not send reminders regarding renewals or termination rights.
12.2. Termination: Either party has the right to terminate this Agreement under the following circumstances: (i) after giving the other party thirty (30) days' notice of a material breach, if the breach remains unresolved at the end of the specified thirty-day period; or (ii) if the other party files a petition for bankruptcy, reorganization, insolvency, or debt consolidation under any federal bankruptcy laws or similar laws, and the filing is not dismissed within sixty (60) days; (iii) if the other party makes an assignment of its assets for the benefit of creditors; (iv) if the other party applies for the appointment of a receiver or trustee of its assets; or (v) if the other party is being liquidated or dissolved. Additionally, either party may immediately terminate this Agreement, with or without notice, in the event of any breach of the other party's confidentiality obligations under this Agreement.
12.3. Effect of Termination: Upon expiration or termination of this Agreement, the Company's rights to use the Services shall cease, and both parties shall have thirty (30) days to either return or destroy all Confidential Information belonging to the other party. For ten (10) days following the expiration or termination of the Agreement, the Company may request a download of its Content, after which Test IO will have no obligation to retain or preserve such Content and may destroy it as part of its confidentiality obligation as stated herein. The Company shall remain liable for all amounts due, and all outstanding sums will become immediately due and payable upon termination or expiration of this Agreement. Unless the termination arises from a breach or default by Test IO, no refunds shall be due to the Company for any termination. Any other provisions that, by their nature, should survive termination or expiration of this Agreement shall continue in effect.
13. Limitations of
Liability
13.1. Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, except for damages arising from a breach of confidentiality or breach of any applicable license grant or restriction, neither party shall be liable for any special, incidental, indirect, or consequential damages resulting from this Agreement. This includes, but is not limited to, losses in business, revenue, profits, goodwill, use, data, or other economic advantage, as well as any non-economic losses, even if the possibility of such damages was communicated in advance.
13.2. Limitation of Damages. With the exception of damages arising from a breach of confidentiality or breach of any applicable license grant, the total aggregate liability of either party for any and all claims, losses, or expenses (including attorneys' fees) arising from this Agreement, whether based on contract, negligence, strict liability, agency, warranty, trespass, or any other theory of liability, or any indemnity obligation, shall not exceed the fees paid and payable by the Company to Test IO during the twelve (12) months immediately preceding the act or omission that first gave rise to the liability.
13.3. Allocation of Risk and Material Term. The provisions stated in this Section 13 allocate the risks between the parties and are an integral part of the agreement between them. The fees specified in this Agreement reflect this allocation of risks and the limitation of liability. Such limitation will remain applicable even if any limited remedy fails of its essential purpose, and it shall be enforced to the fullest extent permitted by law.
14.1. Intellectual Property Indemnity. Test IO shall assume the responsibility of defending, indemnifying, and keeping the Company safe from any settlements or judgments that may be awarded in favor of a third party against the Company, to the extent that such claims are based on the Platform infringing or misappropriating any valid copyright, trade secret, or United States patent that was issued or published as of the Effective Date. However, this indemnity will not apply to any amounts paid in settlement of such claims without Test IO's prior written consent, provided that such consent will not be unreasonably withheld. Furthermore, Test IO shall not be obligated to indemnify the Company for any infringement claims arising from the following:
(i) Software not developed by Test IO; (ii) Software, product, or service developed in accordance with the Company's specifications; (iii) Modifications of the Platform or Services made by the Company or any third party, where the alleged infringement relates to such modifications; (iv) A combination of the Platform or Services with other products, services, processes, or materials of the Company, its affiliates, or any third party, where the alleged infringement relates to such combination; (v) Company's alleged infringing activity continuing after being notified by Test IO and/or failing to use a more current release of the Platform or Services where applicable, and where such release would prevent or avoid the alleged infringement without significant loss of performance or functionality; (vi) Use of the Platform or Services not strictly following this agreement or any other written agreement signed by an officer of Test IO; (vii) Any "open source" software included in the Platform or Services.
14.2. Procedure. As a crucial requirement for the indemnifying party's obligation under this Section 12, the party seeking indemnification must: (a) Promptly notify the indemnifying party in writing of the relevant claim for which indemnification is sought; and (b) Provide the indemnifying party with all non-monetary assistance, information, and authority reasonably required for the defense and settlement of such claim. The indemnifying party may select counsel for the defense of the claim and direct the course of any litigation or other disputed proceedings concerning the claim. The indemnified party may choose its own counsel and direct its defense of a claim if it so desires, but it must bear the costs of its own counsel and any activities in any disputed proceeding conducted by counsel of its choosing. The indemnifying party may settle any claim that seeks a monetary payment, with or without the consent of the indemnified party, provided that the settlement is a full and complete settlement of all claims against the indemnified party. However, the indemnifying party must obtain the indemnified party's prior written consent for any settlement that involves injunctive relief, requires any admission of fault, includes any public statement, or contains contract terms governing future activities that would materially affect the indemnified party's business or interests. The consent of the indemnified party shall not be unreasonably withheld, conditioned, or delayed.
15. Export Control
The Company guarantees that it will consistently adhere to all applicable U.S. and foreign export control laws and regulations governing the export or re-export of the Content. Additionally, the Company will comply with all relevant U.S. and foreign laws and regulations that restrict access to controlled technical data by foreign nationals.
16. General
16.1. Governing Law; Attorneys’ Fees. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Delaware, without giving effect to any conflict of law principles that would necessitate the application of the laws of a different jurisdiction. In the event of any dispute between the parties arising out of or related to any provisions of this Agreement, or its performance or termination, the prevailing party in such action shall be entitled to recover all of its costs, including reasonable attorneys' fees. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is expressly excluded from the scope of this Agreement. Claims for emergency or preliminary injunctive relief may be brought in any court of competent jurisdiction. All other disputes, claims, or controversies arising from or relating to this Agreement, including its interpretation, execution, breach, or termination, shall be subject to the exclusive jurisdiction of the Delaware State Courts. In cases where federal jurisdiction applies, the United States District Court for the District of Delaware shall have exclusive jurisdiction, and the parties consent to the personal and exclusive jurisdiction and venue of these courts.
16.2. Force Majeure. Except for payment obligations, a party will be excused from any delay or failure in performance under this Agreement due to any labor dispute, government requirement, act of God, Internet congestion or breakdown, or any other cause beyond its control. The affected party will use commercially reasonable efforts to remedy any such failure or delay in performance caused by such conditions and will promptly inform the other party of such efforts. If such delay continues for more than thirty (30) days, the performing party may, upon providing at least ten (10) days' prior written notice to the non-performing party, terminate this Agreement.
16.3. Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials related to the pricing and terms of this Agreement without the prior written consent of the other party, provided that such consent shall not be unreasonably withheld, conditioned, or delayed. During the term of this Agreement, the Company grants Test IO the right to include the Company's name and logo in any public list of its customers.
16.4. Contract Interpretation. Both parties to this Agreement have actively negotiated the provisions herein and have had access to legal counsel. Irrespective of any rules of contract interpretation, both parties will be considered the "drafting party," and no provision of this Agreement shall be construed against a party merely because they were the one who drafted it. The headings in this Agreement are for convenience only and shall not affect its interpretation or construction. In the event of any conflict between the terms of this Agreement and any exhibit or attachment hereto, the terms of this Agreement shall prevail.
16.5. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally, (b) when sent by confirmed facsimile, telecopy, or email, (c) one (1) business day after being sent by nationally recognized overnight courier with written verification of receipt, or (d) three (3) business days after being mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address first set forth above, or at any other place of which the other party has been notified in accordance with the provisions of this Agreement.
16.6. Assignment. The Company shall not assign this Agreement by operation of law or otherwise without the prior written consent of Test IO, which consent shall not be unreasonably withheld or delayed. Test IO may assign this Agreement to an affiliate or in the event of a merger, acquisition, or reorganization relating to all or substantially all of its assets. Any other attempt to assign this Agreement without prior consent shall be void.
16.7. Waivers. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed a continuing waiver or a waiver of any other default or of any other term or condition. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity unless expressly limited by this Agreement.
16.8. Entire Agreement. This Agreement, including any attachments or exhibits, constitutes the entire agreement between the parties concerning the subject matter herein. All prior negotiations, proposals, and agreements between the parties regarding the subject matter of this Agreement are hereby cancelled and superseded by this Agreement. Any changes to this Agreement must be agreed upon in writing by both parties.