Thank you for using the website and services offered by 1UPVMS ("1UPVMS", "we", "us", "our"). The Services include workplace experience, visitor management, meeting room management, space scheduling, access control, building management, identity verification, device management, analytics, and any other services we add from time to time.
PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING ANY OF THE 1UPVMS SERVICES, YOU AGREE TO THESE TERMS AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN OUR PRIVACY POLICY.
1. Definitions
- Account — any account created by or on behalf of a Customer or User for access to the Services.
- Customer — the entity or organisation that subscribes to the Services.
- User — any individual authorised by a Customer to use the Services, including administrators, employees, contractors, and visitors interacting through the Services.
- Customer Data — all data, messages, and materials submitted to the Services through a Customer's Account.
- Confidential Information — information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential.
- Order Form — any work order, purchase order, online registration, or ordering document executed between Customer and 1UPVMS detailing the Services, Service Plan, number of users or endpoints, fees, and subscription term.
- Subscription Term — the period during which Customer subscribes to a Service Plan.
- Documentation — the user documentation provided by 1UPVMS describing the functionality of the Services.
- Update — generally available updates, upgrades, patches, or workarounds provided by 1UPVMS to subscribers.
2. The Services
2.1 Provision
1UPVMS makes the Services available pursuant to these Terms and any applicable Order Form, Privacy Policy, Data Processing Addendum, and any supplemental terms that may apply to specific features. In case of conflict between these Terms and any supplemental terms, the supplemental terms control with respect to that feature.
2.2 Core Features
Core features include user onboarding and offboarding, configurable policies and workflows, amenity provisioning, IoT integrations, APIs, and other features that 1UPVMS may release from time to time. Templates and other materials we provide remain our content and are licensed to you on a limited, revocable, non-sublicensable basis for your internal business use.
2.3 Additional Services
Additional services may be made available through the Services or via integrations. Services provided by third parties are subject to the third party's own terms.
2.4 No Professional Advice
1UPVMS does not provide legal, accounting, compliance, or other professional advice. Any information provided through the Services is for general use only. You are responsible for any actions taken based on information from the Services.
2.5 Access
During the Subscription Term, we will provide your Users access to the Services as described in these Terms and the applicable Order Form. You must ensure that all access and use by your Users complies with these Terms.
3. Customer Responsibilities
3.1 Electronic Signature and Delivery
Where the Services support electronic signature for NDAs or other documents, you consent to signing electronically and agree that your electronic signature is the legal equivalent of a handwritten signature. You agree that we may electronically deliver Service-related documents and notices to you.
3.2 Accuracy of Information
The Services rely on information provided by you. You must ensure such information is accurate, complete, and timely. 1UPVMS is entitled to rely on the information you provide and is not responsible for errors caused by inaccurate or incomplete information.
3.3 User Data
You represent that you have the necessary rights, licences, consents, and permissions to use and make available all User Data you submit, including employee, contractor, and visitor information. You grant 1UPVMS a non-exclusive, worldwide, royalty-free licence to use and process User Data solely as needed to provide the Services.
3.4 Account Administration
You are responsible for the security of your Account credentials and for all activities under your Account. You will designate one or more Account Administrators authorised to act on your behalf. You agree to notify us immediately if you suspect any unauthorised access.
3.5 Third-Party Products
The Services may interoperate with third-party products. We make no representations and provide no warranties or support with respect to third-party products. Your use of third-party products is governed by the third party's terms.
3.6 Prohibited Activities
You will not (and will not allow any third party to):
- Reverse engineer, decompile, or attempt to derive the source code of the Services.
- Resell, lease, sublicense, or otherwise commercialise the Services without our written permission.
- Use the Services to build a similar or competitive product.
- Share your account credentials or allow another person to use them.
- Use bots, scrapers, or other automated tools to access or copy data from the Services.
- Probe, scan, or attempt to breach the security of the Services.
- Use the Services in a way that damages, disables, or impairs them.
- Engage in fraudulent activity or use the Services for illegal purposes.
4. Term and Termination
4.1 Term
These Terms are effective from the Effective Date or, for online customers, the date of sign-up, and continue through the Subscription Term specified in the Order Form.
4.2 Renewal
Unless a party gives written notice of non-renewal at least sixty (60) days before the end of the Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term. Fees may be increased at the start of each renewal term.
4.3 Suspension
We may suspend access to the Services for: (i) late payment or non-payment of undisputed fees, (ii) non-renewal, (iii) your or your Users' breach of these Terms, or (iv) where suspension is needed to prevent a security risk. We will use reasonable efforts to limit suspensions and restore access promptly once issues are resolved.
4.4 Termination for Cause
Either party may terminate these Terms by written notice if the other party materially breaches these Terms and fails to cure within thirty (30) days, or immediately if the other party becomes insolvent or subject to bankruptcy proceedings.
4.5 Effect of Termination
On termination, your right to access the Services ceases. We will delete or return Customer Data in accordance with our Privacy Policy and Data Processing Addendum, generally within 30 days unless otherwise agreed.
5. Service Fees and Charges
5.1 Fees
Customer will pay the fees specified in the applicable Order Form. Unless otherwise stated, all fees are non-refundable and exclusive of taxes. Customer is responsible for all applicable taxes other than taxes on 1UPVMS's net income.
5.2 Invoicing and Payment
Fees are invoiced according to the schedule in the Order Form. Payment is due within thirty (30) days of the invoice date unless otherwise specified. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
5.3 Disputed Charges
If Customer disputes any charge in good faith, Customer must notify 1UPVMS in writing within thirty (30) days of the invoice date. The parties will work in good faith to resolve any dispute.
6. Intellectual Property and Confidentiality
6.1 1UPVMS Technology
1UPVMS retains all right, title, and interest in and to the Services, Documentation, and all related intellectual property. Subject to these Terms, we grant Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term.
6.2 Customer Data
Customer retains all rights in Customer Data. Customer grants 1UPVMS a licence to use Customer Data only as necessary to provide the Services.
6.3 Feedback
If you provide feedback or suggestions about the Services, you grant 1UPVMS a perpetual, worldwide, royalty-free licence to use that feedback to improve the Services.
6.4 Confidentiality
Each party will keep the other party's Confidential Information confidential and not disclose it to third parties except as expressly permitted in these Terms. Each party will use the same level of care to protect the other's Confidential Information as it uses for its own (but no less than reasonable care).
7. Warranties and Disclaimers
We warrant that the Services will perform materially in accordance with the Documentation under normal use. Your sole remedy for breach of this warranty is for us to use reasonable efforts to correct the non-conformity, or, if we are unable to do so, to terminate the affected Services and refund any pre-paid unused fees.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND 1UPVMS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Indemnification
Each party will indemnify the other against third-party claims arising from breach of these Terms, gross negligence, or wilful misconduct, subject to prompt notice, control of defence, and reasonable cooperation.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS. EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO 1UPVMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
10. Governing Law and Dispute Resolution
These Terms are governed by the laws of India, without regard to its conflict of laws rules. The courts located in New Delhi, India will have exclusive jurisdiction to resolve any disputes arising from or relating to these Terms.
11. Modifications
We may update these Terms from time to time. Material changes will be communicated through the Services or by email. Continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.
12. General
- Force Majeure — Neither party will be liable for delays or failures caused by events beyond reasonable control.
- Assignment — You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Severability — If any provision of these Terms is held invalid, the remaining provisions remain in full force.
- Entire Agreement — These Terms, the Privacy Policy, and any Order Form constitute the entire agreement between the parties regarding the Services.
- Notices — Notices must be sent in writing to the addresses specified in the Order Form or to info@1upvms.com.
13. Contact
For questions about these Terms, contact us at info@1upvms.com or +91 96671 65553, or write to: B1/H3, Mohan Co-Operative, Mathura Rd, Block B, New Delhi 110044, India.