Terms Of Use

These terms detail the terms of agreement (the "Terms of Use") between the organisation (through its representative) submitting the request (“you”/ “Licensee”) and Full Value Technologies Private Limited, including its subsidiaries and affiliates (collectively "Licensor"). By accessing or using this website or any website referring to these Terms of Use as its terms (the "the Website;) , or any Kelp Module or Content (each as defined below), you acknowledge and irrevocably represent that you have read, understood and consent to the Terms of Use and agree to be bound by the same in relation to any future use of the Kelp Module pursuant to your submission of request through this Website. You also agree to comply with all laws and regulations applicable to the use of this Website and the Kelp Modules.
“Kelp Module” means any software of the Licensor, such as ‘Kelp’, ‘Kelp Pulse’ or any other product that may be introduced subsequently, that you subscribe to through the Website or otherwise, including the software, analytics solutions, data services and any and all updates, upgrades, and modifications thereto, licensed by the Licensor;
“Content” means any output generated or shared on request submitted by organisations, which includes lists, graphs, quantifiable data, which is delivered through Kelp Modules or other than through Kelp Modules.
If you do not agree with these Terms of Use, please discontinue the use of the Website, the Kelp Modules and the Content.
The Licensor and Licensee shall hereinafter be individually referred to as “Party” and jointly as the “Parties”.

1. USAGE RIGHTS
   1.1 Licensor shall grant to the Licensee upon the payment of the agreed fee, a license on a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sub licensable license to access and use the relevant Kelp Module, subject to the terms and conditions described herein, and in accordance with the Documentation provided for such Kelp Module. “Documentation” means the Licensor’s then-current technical and functional documentation for the Kelp Modules which is made available to Licensee with the Kelp Modules, including, but not limited to, configuration workbooks or release notes, terms of service and policies, as applicable;
   
   1.2 The Licensee undertakes to ensure that any access and use by it and its users is in compliance with the provisions of this Terms of Use and the relevant Documentation and shall promptly notify the Licensor of any suspected or alleged violation. Licensee shall be solely and entirely responsible for the acts and omissions of any user, as if they were the acts and omissions of Licensee. The Licensee agrees to indemnify and hold the Licensor harmless for any act or omission on the part of Licensee’s users.
   
   1.3 The Licensee shall not sublicense, license, sell, lease, rent or otherwise make the Kelp Module available to any third party (other than authorised users who are using the Kelp Module in accordance with Licensee’s authorized use of the Kelp Module).
   
   1.4 The Licensor may change or modify the Kelp Module/s at any time and in its sole discretion. Except as set out in this Terms of Use, in no case shall the functionality fall behind the scope of functionality and performance set out in this Terms of Use.
   
   

2. THIRD-PARTY COMPONENTS
   2.1 The Licensee acknowledges that certain third-party components may be incorporated in or with the Kelp Modules ("Third Party Components") which are subject to various "open source" or "free software" licenses. . The Licensor makes no warranties of any kind with respect to Third Party Components and shall not be liable for any faults or defects therein.
   
   2.2 The Kelp Modules may contain links to external websites or (including embedded widgets or other means of access) and/or information provided on such external websites by third parties. The Licensee’s access and use of such external websites shall be subject to the terms and conditions of such external websites. The Licensor shall not be responsible in any manner for the choice, content, accuracy, relevance or usefulness of information or data of any such external websites or other data sources included in, or linked on, the Kelp Modules. These links are provided to you as a convenience, and the Licensor is not responsible for the content of any linked website. In addition, a link to any third party website does not imply that the Licensor endorses or accepts any responsibility for the content or use of such a website.
   
   2.3 The Licensor may use generative artificial intelligence ("AI") in providing the Content on the Kelp Module in two ways: (1) to create and process the Content, and (2) through interactive features such as chatbots and conversational AI assistants. Due to the nature of AI technology, the Content created or processed using AI may contain errors, omissions, inaccuracies, hallucinations, biases, inconsistencies, or outdated information. You must independently verify all content before use, and any reliance on such content is entirely at your own risk. Any turnaround time for generation of Content shall be mutually agreed upon decided by Licensor and Licensee.
   
   2.4 Licensor does not accept any responsibility or liability for decisions made based on any AI-assisted or AI-generated content or interactions, whether in contract, tort (including negligence and negligent misstatement), or otherwise. You may not attempt to reverse engineer our AI systems, and we may update features without notice. Conversations may be recorded, and user feedback will be collected to improve service performance.
   
   

3. Services
   3.1 In addition to the usage rights granted under Clause 1, the Licensor may, upon request of the Licensee, provide certain professional, configuration, integration, automation, reporting, or support services (“Service Engagements”).
   
   3.2 The detailed scope of work, deliverables, number of iterations, timelines, and applicable fees for each Service Engagement shall be mutually agreed in writing between the Parties, including through email exchange. Such written confirmation shall constitute a legally binding agreement forming an integral part of these Terms of Use.
   
   3.3 A Service Engagement shall be deemed complete when the Licensor has delivered the agreed deliverables in accordance with the mutually agreed scope and incorporated the final round of feedback communicated within the agreed feedback period. Any request for further revisions or modifications beyond the agreed scope or feedback period shall be treated as additional work and may be chargeable separately.
   
   

4. LICENSOR’S RIGHTS
   The Licensor shall have the right to vary or discontinue any Content or any feature or element of the Kelp Module or remove or discontinue any Third Party Component comprised in the Kelp Module. In the event the Licensor in its sole discretion determines that such change detrimentally impacts the functionality of the Kelp Module, the Licensor shall replace the discontinued feature or Third Party Component, as deemed suitable by it.
   
   

5. REGISTRATION, ACCESS, AND SECURITY
   Each user shall gain access to the Kelp Module through a unique username and password (each unique username and password, the "User ID"), which shall be generated based on the details provided by you and the same shall be deemed your authorisation for such user access. The User ID shall be used by the user only for so long as the user is authorized in accordance with this Terms of Use. YOU AGREE TO, AND ENSURE THAT EACH USER SHALL, TREAT THE USER ID AS CONFIDENTIAL AND NOT TO DISCLOSE SUCH USER ID, EITHER DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON. You are fully responsible for all usage and activity on Kelp Module through you, including, but not limited to, any use of the User ID. Licensor reserves the right to disable any User ID or password, at any time, if in its reasonable opinion such user has failed to comply with any of the provisions of these Terms of Use.
   Licensor also reserves the right to suspend or terminate Your access to Kelp Modules in its sole discretion, or for unauthorized use or misuse, or if Your use of Kelp Modules would cause a real risk of harm or loss to the Licensor or other users of Licensor. Licensor shall not be liable to You or any third party for the termination or suspension of the access to the Kelp Module, or any claims related to such termination or suspension. Upon such termination/ suspension you shall discontinue accessing Kelp Modules. For the avoidance of doubt, any such termination shall not terminate any of Your obligations under this TOS which are either expressly stated or reasonably implied to survive such termination.
   
   

6. RESTRICTIONS
   6.1 When using the Website of Kelp Module/s, Licensee and any user shall not:
   
   6.1.1 copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of or create derivative works from Kelp Modules and/or Licensor Materials;
   
   6.1.2 misuse or modify any Kelp Modules;
   
   6.1.3 prevent, impair, attempt to interfere with, disrupt or otherwise adversely affect the operation of the Kelp Module, Licensor Materials including the reliability of any program or data; or adversely affect the user experience, including through worms, trojan horses, viruses and other similar things or devices;
   
   6.1.4 perform any act or omission that deceives or misleads the recipient of any information about the origin of such message, or impersonates any person, infringes the intellectual property rights of any entity or person, circumvents or discloses the user authentication or security of the Kelp Modules or any host, network, or account related thereto, or violates Applicable Law;
   
   6.1.5 access the Kelp Modules for the purpose of building a competitive product or service or copying its features or user interface, benchmarking the performance of the Kelp Modules, or analyzing the Kelp Modules for any competitive or review purposes, or permit access to the Kelp Modules by a direct competitor of the Licensor;
   
   6.1.6 remove, alter or cancel from view any copyright or other proprietary notices, rights, marks, or legends from the Kelp Modules or any other Licensor Materials furnished or made available hereunder;
   
   6.1.7 download, upload, post, transmit, publish, or distribute any material that (a) infringes, violates, breaches or otherwise contravenes the rights of the Licensor or any third party, including any copyright, trademark, patent, rights of privacy or publicity or any other proprietary right or (b) constitutes or encourages conduct that would constitute a criminal offence, give rise to other liability, or otherwise violate applicable law;
   
   6.1.8 probe, scan or test the vulnerability of the Kelp Modules, the Website or any network connected to the Website or attempt to gain unauthorized entry or access to the computer systems of any other person or entity;
   
   6.1.9 re-circulate, distribute, scrape, store, transmit, publish, broadcast, copy, download, or otherwise use the Kelp Modules, the Website or any portion thereof in any form or by any means except with the prior written consent of the Licensor;

   6.1.10 sell, license, or distribute Kelp Module or Licensor Material to third parties or use the same as a component of or as a basis for any material offered for sale, license, or distribution.

   6.1.11 use the Website of Kelp Module in any manner that could, in Licensor's judgment, either cause such use to: (a) be a source of or substitute for Kelp Module; (b) affect Licensor's ability to realize revenue in connection with Kelp Module or the Website; (c) compete with the business of Licensor; or (d) negatively affect Licensor 's network or servers, or take over, disable, overburden, or otherwise impair any of Licensor's computer systems;

   6.1.12 access, monitor or copy any content or information on the Website and Kelp Module, including but not limited to user information, or architecture, using any robot, spider, scraper, web crawler, or other automated means or any similar manual process or any software;

   6.1.13 bypass or circumvent other measures employed to prevent or limit access to the Website or Kelp Module; and
   
   6.1.14 attempt to gain access to any systems or networks that connect thereto except for the express purpose of using the Kelp Modules for their intended use.
   
   6.1.15 use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of this Website or Kelp Module, or in any way reproduce or circumvent the navigational structure or presentation of this Website or Kelp Module, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available to the License
   
   

7. LICENSEE DATA
   7.1 Licensee and the Users may enter or input comments or other data into the Website or the Kelp Modules (“Licensee Data”). The Licensor shall have royalty-free and irrevocable right to, use any Licensee Data or Content in any manner whatsoever, provided such Licensee Data does not identify the Licensee or any entity to which the Licensee Data pertains . Licensee agrees that it has obtained relevant consents from and made necessary disclosures to the Users and any other persons in relation to Licensee Data.. To the extent that the Licensee Data contains any personal data belonging to any third parties, the Licensee represents that the Licensee has obtained relevant consents and made necessary disclosures to the owners of such personal data in respect of collection of the personal data, its use in relation to the Kelp Module/s and its disclosure to the Licensor for the purposes of this Terms of Use. The Licensor retains the right, which it may exercise in its sole discretion, to modify, review, edit, or delete any content posted or provided by you, or to delete the relevant account(s), that Kelp deems to be (i) illegal, (ii) offensive, (iii) in violation of these Terms of Use or any contractual obligations, or (iv) otherwise inappropriate. Licensee data will be maintained in accordance with Licensor data policies.
   
   

8. OWNERSHIP OF INTELLECTUAL PROPERTY
   8.1 Subject to the provisions of Clause 4 (Third Party Components), the Licensor owns or controls all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the Kelp Module and Documentation, and all Licensor Materials, and any application programming interfaces, improvements, design contributions or derivative works thereto. No proprietary right or interest is transferred to the Licensee in any Kelp Module/s, Documentation or Licensor Materials. All rights not expressly granted to Licensee in this Terms of Use are reserved solely by the Licensor. The Licensee shall not register or attempt to register the Licensor’s intellectual property rights in its own name or assert any ownership rights in respect of the Licensor’s intellectual property rights. “Licensor Materials” means the Kelp Modules, Documentation and any materials produced by the Licensor pursuant to this Terms of Use;
   
   8.2 Licensee may provide, or the Licensor may solicit inputs in connection with the Kelp Modules, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement, or enhancement thereof (collectively “Feedback”). Any and all Feedback shall constitute Confidential Information of the Licensor under this Terms of Use. Further, the ownership of any and all intellectual property rights which shall vest solely and exclusively with the Licensor at all times. To the extent that the ownership in any Feedback is deemed to be with the Licensee for any reason, the Licensee irrevocably grants and assigns, free and clear of any claims, all of Licensee’s rights and interests in such Feedback, exclusively and in perpetuity, throughout the world, to the Licensor.
   
   8.3 The Licensee confirms that as part of the provision of the Kelp Module/s hereunder, the Licensee may require the Licensor to collect information or data from certain sources, and that the Licensor shall do so: (i) solely in furtherance of such requirements of the Licensee, (ii) on the understanding that the Licensee has satisfied itself of the permissibility of collecting such information or data from such sources under Applicable Law, and (iii) without accepting any liability or responsibility in relation to such information or data collection.
   
   

9. DISCLAIMER
   LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSOR LICENSES THE KELP MODULE/S TO THE LICENSEE ON AN “AS IS” BASIS. THE LICENSOR MAKES NO WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WHETHER EXPRESS OR IMPLIED. THE LICENSOR EXPRESSLY DISCLAIMS THE WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSOR DOES NOT REPRESENT OR WARRANT THAT OPERATIONS OF THE KELP MODULE/S OR THE NETWORK AND THIRD-PARTY SERVICES TO WHICH THE KELP MODULE/S ARE CONNECTED WILL BE ERROR FREE OR UNINTERRUPTED OR THAT PROGRAMMING ERRORS IN THE KELP MODULE/S CAN BE FOUND IN ORDER TO BE CORRECTED. EXCEPT FOR THE WARRANTY THAT THE LICENSOR HAS THE NECESSARY RIGHTS TO PROVIDE THE OPEN SOURCE AND THIRD-PARTY COMPONENTS TO THE LICENSEE PURSUANT TO THIS AGREEMENT, THE LICENSOR DISCLAIMS ALL WARRANTIES WITH RESPECT TO OPEN SOURCE AND THIRD-PARTY COMPONENTS AND MATERIAL. ALL OPEN SOURCE AND THIRD-PARTY COMPONENTS AND MATERIAL ARE PROVIDED ON AN “AS IS” BASIS AND THE LICENSOR SHALL HAVE NO LIABILITY FOR ANY CLAIMS ARISING THEREFROM.
   
   

10. The Licensee acknowledges and agrees that the use, operation, and implementation of Kelp Module are solely at the Licensee’s own discretion and risk. Licensor shall not be held responsible or liable for any loss, damage, claim, or expense arising from or related to the Licensee’s use or misuse of the Software. INDEMNITY
    10.1 The Licensee shall indemnify the Licensor and its affiliates against all losses, damages and claims (including third party claims), suffered by the Licensor arising out of or related to (i) any use or modification of the Kelp Module/s by the Licensee or the Users in violation of this Terms of Use or the relevant Documentation or any Applicable Law, or in infringement of the rights of a third party; or (ii) Licensee’s use of any other software or services or data in a way that violates or misappropriates the rights of a third party; or (iv) any act or omission on the part of the Users. The foregoing shall apply regardless of whether such loss or damage is caused by the conduct of Licensee and/or its Users or by the conduct of a third-party using Licensee’s or its users’ access credentials.
    
    

11. LIMITATION OF LIABILITY
    11.1 The aggregate liability of the Licensor , whether in contract (including under any indemnity), in tort (including negligence), under statute or otherwise under or in connection with this Terms of Use and all Order Confirmations agreed hereunder, shall be limited to total fees paid or payable by the Licensee to the Licensor for the Kelp Module. Licensor shall not be liable in any amount, regardless of the nature of claim, for any special, incidental, consequential, or indirect damages, loss of goodwill, loss of revenues or business profits, loss of data, work stoppage or for exemplary or punitive damages, arising out of, or relating to this Terms of Use whether framed as a breach of warranty, in tort, contract, or otherwise even if a Party has been advised of the possibility of such damages.
    
    

12. CONFIDENTIALITY
    12.1 “Confidential Information” means with respect to Licensee, the Licensee Data, and with respect to the Licensor: (a) Licensor Materials, Kelp Modules, Documentation including, without limitation, all (i) computer software (both object and source codes) and related documentation or specifications; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Kelp Modules; (iii) all application program interfaces, system security and system architecture design relating to the Kelp Modules; (iv) the Licensor’s research and development, product offerings, pricing and availability; and (v) the terms and condition of this Terms of Use and (v) any other information that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. “Discloser” means the Party disclosing Confidential Information and “Recipient” means the Party receiving Confidential Information.
    
    12.2 Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Terms of Use, or with the prior written consent of the Discloser. Any reproduction of any Confidential Information of the other Party shall remain the property of the Discloser and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each Party (i) shall take steps that the Recipient takes to protect its own proprietary and confidential information, which shall not be less than a commercially reasonable standard of care; and (ii) shall not disclose any Confidential Information of the other to any person other than individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. If the Recipient is compelled by Applicable Law or legal process to disclose Confidential Information of the Discloser, it shall provide the Discloser with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s expense, if the Discloser wishes to contest the disclosure.
    
    12.3 The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (i) is independently developed by the Recipient without reference to the Discloser’s Confidential Information or use of the Discloser’s facilities and without breaching confidentiality obligations, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (ii) is or has become generally available to the public without breach of this Terms of Use by the Recipient; (iii) as evidenced in writing, at the time of disclosure, was known to the Recipient free of restriction and was not unlawfully appropriated; or (iv) the Discloser agrees in writing is free of such restrictions.
    
    12.4 The above restrictions on the use or disclosure of Confidential Information shall also not prevent the Recipient from disclosing Confidential Information on a need-to-know basis to: (i) its affiliates, and (ii) employees, officers, directors and advisors of the Recipient and its affiliates ((i) and (ii) collectively, the “Representatives”) who are under a binding professional obligation of confidentiality, or otherwise bound, to the Recipient or its affiliates by a confidentiality obligation similar to that contained in this Terms of Use provided that the Recipient shall be liable for any breach or other violation of this Terms of Use by any of its Representatives as if the Recipient had committed such breach or other violation and in case of a breach of its obligations hereunder by the Recipient or any of its Representatives, the Recipient shall notify the Discloser immediately and shall assist the Discloser, at the Recipient’s own expense, with efforts to minimize the damage caused by such breach.
    
    

13. GOVERNING LAW
    This Terms of Use shall be construed and interpreted in accordance with the laws of England and Wales.
    
    

14. MISCELLANEOUS
    14.1 Amendments: The Licensor reserves the right to vary, amend, or add to the Terms of Use at any time by posting the revised Terms of Use on the Website. Such modifications shall be effective immediately. Your continued access and use of this Website and /or Kelp Modules following the posting of modifications to the Terms of Use shall constitute your acknowledgment and acceptance of such modifications. If, at any time, you do not wish to accept the Terms of Use, you must immediately cease to access or use this Website and Kelp Module.
    
    14.2 Entire Agreement: By submitting your request through our marketing website/platform, you acknowledge and agree to be bound by these Terms. These Terms govern your use of our software, services, and any associated platforms, including but not limited to the Kelp Pulse module provided to you following acceptance of your request. Your acceptance of these Terms at the time of submission shall apply to all future access to the Kelp Module regardless of the platform through which such services are delivered. By accessing or using the licensed platform following the issuance of credentials, you reaffirm your agreement to be bound by these Terms.
    
    14.3 Reservation of Rights: A party’s delay in or failure to enforce any provision of these Terms at any time shall not be deemed a waiver of that right or any other rights under these Terms.
    
    14.4 Specific Performance: You acknowledge that a breach of these Terms may cause irreparable harm to the Licensor, and the Licensor shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.
    
    14.5 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
    
    14.6 Force Majeure: The Licensor shall be not be held liable for any default resulting from any circumstances beyond the reasonable control of the Licensor, including any act of God, governmental act, act of any regulatory authority, supervening illegality, war, malicious damage, fire, flood, explosion, power blackout, breakdown of any equipment, loss of utility, civil commotion, industrial dispute, acts or omissions of telecommunications or data communications operators or carriers or of any other third parties or any technical or other problems affecting any operation of the Kelp Modules ("Force Majeure").