Terms of Use

In these Terms, the following expressions shall have the meanings set out below:

• “Cazper” means the Mismo software-as-a-service platform and any associated websites, mobile applications, APIs, features, functionality, and updates offered by Mismo;
• “Customer Data” means all data, content, and information inputted, uploaded, or otherwise processed by or on behalf of a User through Cazper, including data retrieved from connected databases or third-party systems;
• “Effective Date” means the date on which a User first accesses or uses Cazper, or accepts these Terms, whichever is earlier;
• “Enterprise User” means a legal entity (including a company, limited liability partnership, or other body corporate) seeking to deploy Cazper across multiple individuals or business units;
• “Free Trial” means the time-limited, no-cost evaluation period offered by Mismo to eligible Users to evaluate Cazper prior to commencing a paid Subscription;
• “Intellectual Property Rights” means all copyrights, patents, patent rights, trade secrets, utility models, trademarks, service marks, domain names, and mask work rights, whether registered or unregistered, and any applications therefor;
• “Intellectual Property” or “IP” means Cazper and all associated inventions, know-how, source code, object code, algorithms, specifications, modules, computer programs, databases, user interfaces, encoding techniques, and all other related materials and innovations of any kind;
• “Subscription” means the recurring fee-based model (monthly or annual) under which a User accesses Cazper as a service;
• “Subscription Fee” means the fees payable by a User for access to Cazper under the applicable Subscription plan;
• “Territory” means the geographic region applicable to the User’s Subscription plan, as specified at sign-up;
• “User” means any individual who accesses or uses Cazper, including visitors to the Cazper website, registered account holders, and individuals accessing Cazper on behalf of an organisation; and
• “User Content” means any data, text, queries, images, or other content submitted or uploaded by a User through or in connection with Cazper.

In these Terms, unless the context otherwise requires: references to “Cazper” encompass both the Cazper software platform and the Cazper website; the singular includes the plural and vice versa; and clause headings are for convenience only and shall not affect interpretation.

These Terms apply to all access to and use of Cazper, whether as a visitor to the Cazper website or as a subscriber to the Cazper software platform. These Terms serve as both the End User License Terms for the Cazper software and the Terms of Use for the Cazper website.

Subject to your compliance with these Terms and payment of the applicable Subscription Fee, Mismo hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable, and revocable licence to access and use Cazper during the period in which your Subscription remains active and within the Territory, solely for your internal business purposes.

Mismo reserves the right to modify, suspend, or discontinue any part of Cazper at any time with reasonable prior notice to Users.

In accessing and using Cazper, you agree to:

• use Cazper only for lawful purposes and in strict compliance with all applicable laws and regulations;
• use Cazper solely for your internal business purposes and not for the purpose of competing with Mismo;
• not engage in conduct that may damage or undermine the interests, operations, or reputation of Mismo or Cazper;
• not decompile, disassemble, reverse engineer, create derivative works of, or translate any portion of Cazper;
• not transfer, rent, lease, lend, sell, sub-license, assign, distribute, or otherwise make available Cazper, or any feature or functionality thereof, to any third party;
• not use Cazper to transmit any harmful, offensive, infringing, defamatory, or otherwise unlawful content;
• not attempt to gain unauthorised access to any part of Cazper or any system or network connected to Cazper; and
• not use any automated tools, bots, scrapers, or crawlers to access, harvest data from, or interact with Cazper without Mismo’s prior written consent.

Mismo reserves the right to update these usage conditions from time to time and will provide reasonable prior notice of any material changes.

Mismo shall offer eligible Users a Free Trial of Cazper. The duration and available features of any Free Trial shall be as specified on the Cazper website at the time of sign-up.

Free Trial Activation. To activate a Free Trial, you are required to register for an account on the Cazper platform. No payment details are required to commence a Free Trial. No charges will be made during the Free Trial period.

Expiry of Free Trial. Upon the expiration of the Free Trial period, your access to Cazper will cease automatically. To continue using Cazper on a paid basis, you must contact Mismo to purchase a paid Subscription. Paid Subscriptions are subject to manual invoicing and collection by Mismo. No automatic billing or transition to a paid plan will occur upon the expiry of the Free Trial.

End of Free Trial. If you do not wish to continue with a paid Subscription following the expiry of the Free Trial period, no action is required. Your access to Cazper will cease automatically at the end of the Free Trial period, and no charges will be incurred.

Mismo reserves the right to modify, suspend, or discontinue any Free Trial offer at any time without notice. Mismo also reserves the right to limit the number of Free Trials available to any individual or organisation.

Access to Cazper beyond the Free Trial period (or, where no Free Trial is offered, from the date of sign-up) is provided on a Subscription basis. Your access to Cazper shall remain active for so long as your Subscription payments are successfully maintained. The term of these Terms is co-extensive with the period of your active Subscription and shall continue indefinitely unless terminated in accordance with these Terms.

Subscriptions are billed on a monthly or annual basis, as selected by you at the time of sign-up. Annual Subscriptions are billed upfront for the full year at the applicable annual rate.

Your Subscription will automatically renew at the end of each billing period at the then-current Subscription Fee, unless cancelled by you prior to the renewal date.

You may cancel your Subscription at any time through your account settings. Access to Cazper will remain active until the end of the then-current paid billing period. No refunds shall be issued for any unused portion of a prepaid period, unless otherwise required by applicable law.

Mismo reserves the right to modify Subscription Fees with at least thirty (30) days’ prior written notice. Your continued use of Cazper following such notice shall constitute your acceptance of the revised Subscription Fee.

All Subscription Fees are exclusive of applicable taxes, including GST, VAT, withholding tax, or similar levies. You are solely responsible for all applicable taxes in addition to the stated Fees.

Failure to maintain Subscription payments shall result in suspension and eventual termination of your access to Cazper in accordance with Clause 7.

Mismo shall provide Users with standard updates, patches, and minor upgrades to Cazper released generally to its customer base, together with maintenance support including assistance with queries and general operational issues. Standard maintenance is included within the Subscription Fee; no separate maintenance fee shall be charged.

Mismo shall use commercially reasonable efforts to address reproducible errors, defects, or bugs reported by Users that materially affect the functionality of Cazper. Mismo shall not be responsible for resolving issues arising from: (i) unauthorised modifications or misuse of Cazper by a User; (ii) operation of Cazper inconsistently with these Terms or applicable documentation; or (iii) third-party hardware, software, or systems not supplied or approved by Mismo.

These Terms commence on the Effective Date and remain in force for so long as a User maintains an active Subscription in good standing. These Terms shall automatically terminate upon the expiration or termination of the User’s Subscription.

Mismo may suspend or terminate a User’s access to Cazper immediately upon written notice if:

• the User fails to make any payments for a consecutive period of two (2) months, and such failure remains unremedied following written notice from Mismo requesting payment; or
• the User commits a material breach of these Terms and fails to remedy such breach within fourteen (14) days of written notice to do so; provided that where the material breach causes or is likely to cause reputational harm to Mismo, or constitutes a breach of Clause 3, Mismo may terminate immediately without affording a cure period.

A User may terminate their Subscription and these Terms at any time through their account settings or by contacting Mismo. Termination will take effect at the end of the then-current paid billing period, subject to the User’s payment obligations.

Upon termination of these Terms for any reason, the User shall not be eligible to access the Cazper software on the website. The handling, retention, and deletion of Customer Data following termination shall be governed by the Privacy Notice and any applicable data processing agreement. Upon written request made within thirty (30) days of the termination date, Mismo will provide reasonable assistance to facilitate export of Customer Data, after which Mismo may delete Customer Data in accordance with its data retention procedures.

Mismo is the sole and exclusive owner of all Intellectual Property Rights in and to Cazper, including all modifications, enhancements, updates, and derivative works thereof. These Terms do not transfer any Intellectual Property ownership to you.

Nothing in these Terms shall be construed as granting you, by implication, estoppel, or otherwise, any rights beyond those expressly set out herein. Any breach of Mismo’s Intellectual Property Rights shall be deemed a material breach of these Terms.

All Customer Data shall at all times remain your sole property. Mismo acquires no ownership rights in Customer Data by virtue of these Terms.

Mismo shall: (a) process Customer Data only as necessary to provide Cazper and its associated services; (b) not use Customer Data for its own product development, analytics, or marketing without taking your prior explicit consent; (c) maintain appropriate technical and organisational measures to protect Customer Data; and (d) notify you promptly of any actual or suspected unauthorised access to Customer Data.

The parties acknowledge that personal data may be processed in the course of a User’s use of Cazper. Each party agrees to:

• comply with all applicable data protection and privacy laws, including without limitation the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK General Data Protection Regulation (UK GDPR), the California Consumer Privacy Act, 2018 (CCPA), the Information Technology Act, 2000, and the Digital Personal Data Protection Act, 2023 (India), as applicable;
• implement appropriate technical and organisational security measures;
• notify the other party of any security breach or data subject rights request without undue delay; and
• cooperate with the other party in meeting applicable compliance requirements.

Refer to the Privacy Notice for a complete understanding of how Mismo processes your Personal Data.

Mismo shall implement and maintain appropriate technical and organisational security measures to protect personal data and Customer Data against unauthorised access, loss, alteration, or disclosure. Details of such measures are available on Mismo’s website and product documentation, as updated from time to time.

Users may submit, upload, or transmit data, queries, text, or other content through Cazper (‘User Content’). You represent and warrant that: (a) you hold all necessary rights, licences, and permissions to submit such User Content; and (b) your User Content does not infringe any third party’s intellectual property, privacy, or other legal rights.

Mismo does not pre-screen, moderate, or endorse User Content and is not the originator of User Content submitted by Users. Mismo shall not be liable for any User Content transmitted or processed through Cazper. Notwithstanding the above, Mismo may, upon notification by a third party, to ensure proper and legal use of the Cazper software, remove certain User Content that it deems does not comply with the Terms herein.

Intermediary Safe Harbour. Mismo operates as an intermediary for the purposes of applicable law, including the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (India), Section 512 of the Digital Millennium Copyright Act (United States), or any other similar legal protections under applicable laws.

Mismo shall not be liable for any third-party or User Content transmitted, stored, or processed through Cazper, provided that Mismo:

• does not initiate the transmission of such content;
• does not select the recipients of such content other than as a natural consequence of providing the service; and
• does not modify such content except as technically necessary to provide the service.

Notice and Takedown. If you believe that any content on or transmitted through Cazper infringes your intellectual property rights or is otherwise unlawful, you may submit a written takedown notice to Mismo at legal@cazper.in, including: (a) a description of the allegedly infringing content; (b) its location on Cazper; (c) your contact information; and (d) a statement that you have a good-faith belief that the use is not authorised. Upon receipt of a valid notice, Mismo will take reasonable steps to investigate and, where appropriate, remove or disable access to the relevant content.

Cazper may provide links to or integrations with third-party websites, services, or platforms. Mismo is not responsible for the content, privacy practices, or terms of such third-party services, and your access to or use of third-party services is entirely at your own risk.

To the maximum extent permitted by applicable law, Cazper is provided on an ‘as is’ basis, without warranties of any kind, whether express, implied, or statutory. Mismo expressly disclaims all warranties of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, security, and freedom from bugs or defects.

You acknowledge that Cazper may require integration with third-party services, including database integrations and artificial intelligence models (‘Third-Party Services’), to function as intended. To the maximum extent permitted by applicable law, Mismo disclaims all liability arising from or related to such Third-Party Services that are beyond its reasonable control.

Any suggestions, recommendations, ideas, or other communications that you submit to Mismo regarding Cazper (‘Feedback’) shall be treated as non-confidential. You assign to Mismo all right, title, and interest in and to such Feedback. Mismo may use any Feedback for any purpose whatsoever without attribution or compensation to you, although Mismo is not required to use any Feedback.

By accepting these Terms, you grant Mismo a non-exclusive, royalty-free, revocable, worldwide licence to use your name, trading name, company name, and logo (collectively, “Customer Marks”) solely for the following purposes: (a) identifying you as a customer or user of Cazper on Mismo’s website, sales presentations, and marketing collateral; (b) including your name and logo in customer lists, press releases, and case studies, provided that, in the case of case studies that include quotations or material representations attributed to you, Mismo shall obtain your prior written approval of the specific content before publication; and (c) co-branded presentations and collateral in connection with any jointly agreed marketing activities.

Mismo shall use Customer Marks in accordance with any brand guidelines provided by you in writing from time to time. You may revoke the licence granted under this Clause at any time by providing written notice to Mismo at the contact details set out in Clause 18.10. Following receipt of such notice, Mismo shall cease new use of your Customer Marks and shall use reasonable efforts to remove existing uses within thirty (30) days, except where Customer Marks are embedded in materials that have already been distributed or published, in which case Mismo shall remove them upon the next practicable update or reprint.

Nothing in this Clause shall be construed as granting Mismo any rights in Customer Marks beyond those expressly stated herein. All goodwill arising from Mismo’s use of Customer Marks shall accrue solely to your benefit. Mismo shall not use Customer Marks in any manner that is misleading, derogatory, or that implies a greater or different relationship than exists under these Terms.

You agree to indemnify, defend, and hold harmless Mismo and its officers, employees, directors, contractors, and agents from all claims, damages, liabilities, and expenses (including reasonable legal fees) arising from or relating to:

• your use of Cazper in violation of these Terms;
• your User Content, including any claim that your User Content infringes a third party’s rights;
• your violation of applicable laws; and
• any gross negligence or wilful misconduct on your part.

To the maximum extent permitted by applicable law, Mismo shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunities, arising out of or in connection with these Terms or your use of Cazper, whether based in contract, tort, statute, or any other theory of liability.

Mismo’s aggregate liability to you under these Terms shall not, in any event, exceed the total Subscription Fees paid by you to Mismo during the twelve (12) months immediately preceding the event giving rise to the claim. Notwithstanding any other provision of these Terms, nothing in this clause shall exclude or limit Mismo’s liability for: (a) death or personal injury caused by Mismo’s negligence; or (b) any other liability that cannot be excluded or limited under applicable law.

Any dispute, controversy, or claim (‘Dispute’) arising out of or in connection with these Terms shall first be referred to good-faith negotiation between the parties within thirty (30) days from the date of written notice of such Dispute.

If the Dispute remains unresolved following the negotiation period, it shall be finally settled by arbitration through the rules of the Delhi International Arbitration Centre. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. The seat and venue of the arbitration shall be New Delhi, India. The language of the proceedings shall be English.

These Terms apply to all Users, including Enterprise Users, unless a separate written Enterprise Agreement has been executed between Mismo and the relevant Enterprise User.

Enterprise Users who wish to deploy Cazper across their organisation may, at their election:

• contact Mismo directly at sales@cazper.in to negotiate a bespoke Enterprise Agreement, which may include customised pricing, service levels, data processing terms, and other enterprise-specific provisions; or
• elect to proceed under these Terms, in which case each individual End User within the Enterprise User’s organisation shall be individually and severally bound by these Terms as a separate User, and the Enterprise User shall be responsible for ensuring that each such individual has accepted these Terms.

Where an Enterprise User proceeds under Clause 17.2(b), the Enterprise User shall be solely responsible for ensuring that its individual End Users comply with these Terms. Mismo shall have no liability for any breach of these Terms by individual End Users of an Enterprise User.

Governing Law. These Terms shall be governed by and construed in accordance with the laws of India.

Jurisdiction. These Terms are subject to the sole and exclusive jurisdiction of the courts at New Delhi, India, with respect to all matters and Disputes arising hereunder.

Entire Agreement. These Terms constitute the entire agreement between you and Mismo with respect to your access to and use of Cazper and supersede all prior or contemporaneous oral or written agreements or understandings on the same subject matter.

Severability. If any provision of these Terms is found to be illegal, invalid, or unenforceable, the parties shall endeavour to amend it to the minimum extent necessary to remove such illegality or invalidity, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by Mismo in exercising any right under these Terms shall operate as a waiver of that right. Any waiver shall be in writing and signed by an authorised representative of Mismo.

Assignment. You may not assign these Terms or any rights or obligations hereunder to any third party without Mismo’s prior written consent. Mismo may assign its rights, interests, and obligations under these Terms to any third party as it deems necessary.

Updates to Terms. Mismo reserves the right to update these Terms from time to time. Users will be notified of material changes with reasonable advance notice. Continued access to or use of Cazper following such notice constitutes acceptance of the updated Terms.

Export Controls. You agree to comply with all applicable export control laws. You shall not use Cazper in connection with the development of nuclear, chemical, or biological weapons or missile technology, or in any manner that violates applicable export control regulations.

Notices. Notices under these Terms shall be in writing and delivered to Mismo at its registered address or such email address as Mismo may specify from time to time. Notices shall be deemed delivered: (i) by email, when sent to the recipient’s designated email address, provided no delivery failure notification is received by the sender within twenty-four (24) hours of transmission; (ii) by courier, upon delivery; or (iii) by personal delivery, upon receipt.

Contact. For any queries regarding these Terms, please contact Mismo Systems Private Limited at: 2nd Floor, Elegance Building, Mathura Rd, District Centre, Old Jasola Vihar, New Delhi, Delhi 110025, India, or at contact@cazper.in.