IMPORTANT: Simplify SLR Private Limited, is a company incorporated under the Companies Act 2013, having its registered office at 2nd Floor, Plot no. 4, Minarch Tower, Sector-44, Gurugram, Haryana, 122003, (hereinafter referred to as “Licensor”), and is the sole owner of the Platform (as defined below) and associated websites, domain names, trademarks and mobile applications.
THE FOLLOWING TERMS OF USE (“TERMS”) GOVERN THE EVALUATION OF THE PLATFORM BY THE INDIVIDUAL ACCEPTING THESE TERMS OR THE ENTITY THAT SUCH INDIVIDUAL REPRESENTS (HEREINAFTER ‘LICENSEE’).
Acceptance of these Terms: By accepting the Terms, that is by clicking on the ‘Sign Up with Email’ button, the Licensee agrees that the Licensee is of a legal age to enter into a valid contract, obligations, affirmations, representations and warranties set forth in these Terms and accepts the Terms as stated hereunder.
IN THE EVENT THE CLIENT DOES NOT ACCEPT THESE TERMS, IT SHALL NOT ACCESS THE PLATFORM IN ANY MANNER.
1.Definitions
Confidential Information means any information or data of a confidential nature identified as confidential by the party disclosing the same (hereafter “Discloser”) to another party (hereafter “Recipient”), including but not limited to: proprietary information relating to development, marketing, sales, operating, performance, cost, know-how, designs, licenses, details of present and proposed businesses, formulas, ideas, strategies, techniques, policy, data related to employees, vendors, customers or affiliates, information regarding research and development, details of new products and services, marketing and selling, clientele details, business strategies, process information, unpublished financial statements, budgets and other financial details, computer programming techniques, methodologies and related technical information, software programs and files, operating manuals, any and all information pertaining to the Platform, and all record bearing media containing or disclosing such information or techniques, identified as "Confidential" expressly or by necessary implication. Information shall be deemed to be confidential whether the same is contained in tangible or fungible form and whether contained in a floppy disk, compact disk, computer system, brochure, book, booklet or otherwise. Without prejudice to the foregoing, Confidential Information includes the Platform and Documentation.
“Documentation” means any user-manual and other documentation accompanying the Platform.
“Evaluation License”: A non-exclusive, non-transferable, royalty-free, and revocable license to access the Platform solely for internal testing, evaluation, and feedback within the Licensee’s organization, and in compliance with these Terms.
“Evaluation Period” a period of 30 days from the date of the Platform being made available to the Licensee under this Terms.
“Platform” is a Software as a Service (SaaS) platform for conducting different steps of literature review.
“Results” shall mean the outputs/results generated by usage of the features of the Platform and downloaded by the Users.
“Users” shall mean and include such authorized employees, consultants, agents, and any other personnel of the Licensee, a list of which has been provided by the Licensee to the Licensor to whom access is provided on the Platform, and such Users mentioned by the Licensee shall have admin access shall be provided for the use of the Platform in accordance with these Terms.
2.License Grant and Usage Restrictions
2.1Scope of License
The Licensee is granted a non-exclusive, non-transferable, royalty-free license to access and use the Platform solely for internal testing, evaluation, and feedback purposes within the Licensee’s organization. The Licensee agrees not to use the Platform for any commercial, operational, or third-party service purposes, and acknowledges that access to the Platform is for evaluation only, as explicitly stated in this Terms.
2.2Usage Limits
The Licensee’s evaluation access includes 50,000 AI credits. These AI credits can cover:
Single run of 1,000 citations for title-abstract screening.
Single run of 100 citations for full-text screening.
Single run of 10 citations for data extraction to a maximum of 300 fields.
The Licensor reserves the right to modify these limitations with reasonable prior notice to the Licensee.
2.3Prohibited Uses
The Licensee agrees to refrain from:
Demonstrating or disclosing the Platform to any third parties, including potential clients or partners.
Copying, modifying, distributing, or creating derivative works based on the Platform.
Reverse engineering, decompiling, or attempting to discover the source code or underlying structure of the Platform.
Sub-licensing, leasing, renting, or otherwise transferring rights to the Platform or related documentation.
Using the Platform for commercial time-sharing, service bureau usage, or for purposes that may compete with the Licensor.
Using the Platform or associated or copies of either, except as expressly provided under applicable law.
Using all or any part of the Platform to build a product or service which competes in any manner with the Platform or any other services, software or products offered by the Licensor.
Removing, minimizing, blocking, or modifying any titles, logos, trademarks, copyright, and patent notices, digital watermarks, disclaimers, or other legal notices, that are included in the Platform, whether or not they are Licensor’s or a third parties.
Introducing, transmitting or distributing a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene hack into any aspect of the Platform.
host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity.
use the Platform in any manner that threatens the unity, integrity, defence, security or sovereignty of India, friendly relations of India with other countries, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other countries;
create a false identity to mislead any person as to the identity or origin of any communication;
use the Platform for transmitting information that is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
use the Platform in a manner that relates to or encourages any activity prohibited by law in India.
The Platform shall not be used to promote any illegal purpose which includes modifying the Results to contain any material that is unlawful, defamatory, insulting, harassing libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, racially or ethnically objectionable, offends religious sentiments, promotes racism, contains virus, or malicious codes.
2.4Notwithstanding anything contained in the foregoing, the Licensor reserves all rights to terminate the Evaluation License immediately if it has reasonable grounds to believe that the Platform and Terms of Services have been purposed for any unauthorised uses or illegal activities.
2.5End of Evaluation Period
Upon the conclusion of the Evaluation Period, the Licensee's rights to use the Platform shall cease immediately. The Licensee must discontinue all use of the Platform. Any access or use of the Platform beyond the Evaluation Period is unauthorized and constitutes a breach of these Terms.
2.6Licensee Responsibility for Users
The Licensee warrants that all Users will comply with these Terms and shall bear full responsibility for their actions and omissions. The Licensee is solely responsible for maintaining the confidentiality of all access credentials to the Platform. The Licensor will assume, without need for further verification, that anyone accessing the Platform does so as an authorized User of the Licensee.
2.7Licensee Content and Risk
The Licensee acknowledges that any information, including personal information and sensitive data as defined by the Information Technology Rules, 2011, uploaded, stored, or processed on the Platform (collectively, “Licensee Content”) is provided at the Licensee’s own risk. Licensee Content remains the property of the Licensee, and the Licensor claims no ownership rights except for a non-exclusive, non-transferable, and non-sublicensable license necessary to provide Platform access to the Licensee as described in these Terms.
2.8Third-Party Service Providers
The Licensee agrees that the Licensor may employ third-party service providers to facilitate Platform access and functionality. Licensee Content may be shared with such providers, who will handle and process the content in accordance with their standard terms and conditions, to which the Licensee consents.
3.Termination
3.1Termination by the Licensor for Breach
The Licensor reserves the right to terminate this Agreement immediately, if it becomes aware of any breach by the Licensee of the Terms or any additional instructions notified to it by the Licensor.
3.2Consequences of termination or expiry
Upon Termination or expiry of the Evaluation Period
The Licensee's right to use the Evaluation License will immediately cease.
The Licensee shall stop all use of the Platform and ensure that all End Users do the same.
The recipient of Confidential Information agrees to promptly return all such information to the disclosing Party.
The access to the accounts created on behalf of the Licensee and its Users shall be revoked.
4.Intellectual Property Rights
4.1Ownership
All rights, title, and interest in and to the Platform, including any modifications, updates, or improvements, remain the exclusive property of the Licensor. The Licensee acknowledges that no intellectual property rights in the Platform are transferred to them except for the limited, non-transferable, and non-sublicensable license to use the Platform as outlined in these Terms.
4.2Licensee Feedback
Any suggestions, ideas, or feedback regarding the Platform provided by the Licensee may be used by the Licensor without any obligation or compensation to the Licensee, and the Licensee agrees that all such feedback is provided voluntarily.
4.3Brand and Trademark Usage
The Licensor owns all rights, title, interests, including intellectual property rights in relation to all brand names, trademarks, tradenames, made available on the Platform, including ‘EasySLR’ (hereinafter “Licensor’s Trademarks”). The Licensor provides the Licensee a non-exclusive, non-transferable, non-sublicensable, limited license to use the Licensor’s Trademarks solely as part of the Results, in accordance with the Licensor’s branding guidelines.
5.Disclaimers, and Limitation of Liability
Disclaimer: The Platform is provided on an “as is” basis, with no additional warranties from the Licensor, whether express or implied, including warranties of fitness for a particular purpose, merchantability, freedom from defects, or non-infringement. The Licensor expressly disclaims all liabilities for any direct, special, indirect, exemplary, incidental, consequential, or punitive damages, including loss of profits, whether in tort or in contract.
5.1Platform Results
The Licensor disclaims all warranties and liabilities related to the accuracy, correctness, and fitness of any results generated or downloaded from the Platform, whether express or implied.
5.2Third-Party Intellectual Property
The Licensor disclaims all warranties and liabilities concerning any third-party intellectual property uploaded by the Licensee. Any results generated or downloaded from the Platform are based solely on the information provided by the Licensee.
5.3Limitation of Liability
In no event shall the Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or revenue, arising from the use or inability to use the Platform. The Licensor’s total liability shall be limited to direct damages not exceeding the amount paid (if any) by the Licensee for the evaluation access.
5.4No Indemnities by Licensor
The Licensor offers no indemnities, express or implied.
5.5Licensee Indemnification
The Licensee agrees to indemnify and hold harmless the Licensor, including its employees, agents, directors, and personnel, against any claims or liabilities arising from:
Any violation of third-party intellectual property rights.
Any breach of publishing guidelines or copyright attribution requirements, as stipulated by third-party intellectual property owners, while using and publishing results.
Any loss, misappropriation and breach of any applicable laws, including the relevant data protection laws, while managing and using any Licensee Content.
6.Confidentiality
6.1Obligations
Both parties agree to maintain the confidentiality of any proprietary or confidential information exchanged during the Evaluation Period. Confidential Information disclosed by the Licensor shall not be used, disclosed, or shared with any third parties without prior written consent of the Licensor.
6.2Permitted Disclosures
The Licensee may disclose Confidential Information to its employees or contractors who have a legitimate need to know for evaluation purposes and are bound by confidentiality obligations equivalent to those in these Terms.
7.Governing Law and Dispute Resolution
Applicable Law
These Terms shall be governed by the laws of India, without regard to its conflicts of laws principles.
7.1Dispute Resolution
Any disputes arising from or relating to these Terms shall be resolved through binding arbitration under the Arbitration and Conciliation Act, 1996, with the venue in Gurugram, Haryana. The arbitration proceedings shall be conducted in English.
8.Miscellaneous Provisions
Complaints: If the Licensor receives any complaint from any person with respect to the Licensee’s use of the Platform it shall be forwarded to the Licensee’s email. The Licensee shall be required to respond to the complaint within 10 days of receiving the complaint. If the Licensee fails to do the same the Licensor reserves the right to terminate the access to the Platform and take appropriate actions as it deems necessary.
Independent Contractors: The relationship between the parties under these Terms is that of independent contractors. Nothing in these Terms shall be interpreted to create an agency, partnership, or joint venture between the parties.
Assignment: Neither party may assign, sell, transfer, delegate, or otherwise dispose of these Terms or any of their rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party.
Severability: If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision will be deemed modified to the extent necessary to make it enforceable to the fullest extent permitted by law.
Waiver: A waiver by either party of any breach or default under any provision of these Terms shall not constitute a waiver of any subsequent breach or default of the same or any other provision. Delay or failure by either party to exercise any right or remedy under these Terms shall not operate as a waiver of that right or remedy.
8.1.Modifications and Entire Agreement:
The Licensor reserves the right to update, modify, or amend these Terms of Service at any time. By continuing to access or use the Platform following the posting of any changes or updates to these Terms, the Licensee acknowledges and agrees to the modified Terms. If the Licensee does not agree to the updated Terms, they must cease using the Platform and discontinue the Evaluation License immediately. Any changes to these Terms will become effective upon posting, unless otherwise specified. The date of the last update will be clearly indicated at the top of the Terms of Service.
By using the Platform under these Terms, you acknowledge that you have read, understood, and agreed to abide by these Terms of Service.