Terms & Conditions
By clicking on the “I Agree” button or using our Product you agree to the terms of this Agreement. The Agreement will become effective from the date you click on the “I Agree” button or from the date of your using the Product (hereinafter referred to as the “Effective Date”). Please review this agreement carefully. Once accepted, this agreement becomes a binding legal commitment between you and Invision. If you do not agree to be bound by this agreement, you should not click on the “I Agree” button within the Invision console or you should not use Invision services.
When we refer to "Invision App" in this Agreement, we are referring to the IVR numbers that we allocate to you, our platform, user interface along with the related application programme interfaces (hereinafter referred to as “API(s)”), our browser extension, our software, any document made available by us to you relating to the Product or its use, your installation and/or use of the Invision App, which orchestrates the capture of payment details and which transmits transactions with the Payment Processor Provider (as defined below) of your choice on your behalf. The Invision App is Payment Card Industry Data Security Standard compliant. When we refer to the "Invision Services" in this Agreement, we mean to include our platform services, which includes all of our programs, features, functions and report formats, instructions, code samples, the markup language, on-line help files and technical documentation, our website, account portal, technical support, Add-ons as well as any upgrades or updates to any of these, made generally available by us, and includes any of our SDKs or APIs in connection with your use of our services or any cloud-based software provided to you by Invision, and our connectivity services. You must review and accept the terms of this Agreement by clicking on the "Accept and Continue"/ “I Agree” button or other mechanism provided.
Relationship to Other Agreements
To be eligible to use Invision App, you must first register for a Invision account and agree to the Invision Terms of Service or a separate written agreement that you entered into with Invision for your use of the Invision Services (“Invision Agreement"). You need to feed the Invision Programmable Voice within the Invision Console and enter your mobile number to generate a One-time password (OTP). Then you need to enter that OTP to proceed. By using the Invision App and/or installing any Invision App Connector, you expressly agree to the terms of this Agreement, your Invision Agreement, and any updates or modifications to either of those documents made from time to time. Notwithstanding anything in the Invision agreement, this agreement is hereby incorporated into and subject to the terms of your Invision agreement, and in the event of a conflict between the terms of this agreement and your Invision agreement, the terms of this agreement shall control. Capitalized terms not defined herein shall have the definitions provided in your Invision Agreement.
Invision, via its third-party partners (each a "Payment Processing Provider"), is connecting you with payment processing services ("Payment Processing Services"). As part of the installation process, you may also be required to accept the Payment Processing Provider's terms of service ("Payment Processing Provider's Terms"). You acknowledge, for each Payment Processor Service you install through the Invision Console, the Payment Processing Provider's Terms constitute a binding agreement between you and the applicable Payment Processing Provider only. You acknowledge that you are agreeing to the Payment Processing Provider's Terms for the applicable Payment Processing Provider; Invision is not a party to that agreement between you and the Payment Processing Provider with respect to that Payment Processing Service; and Invision is not responsible for that Payment Processing Service, the content therein, or any claims that you or any other party may have relating to that Payment Processing Service or your use of that Payment Processing Service. Your agreement to the Payment Processing Provider's Terms shall not modify or otherwise supersede the terms of this Agreement and/or your Invision Agreement nor any other terms or policies incorporated by reference.
Invision has agreed to grant to you a non- exclusive, non-transferable and revocable right to use the Product in accordance with the terms and conditions of this Agreement, and you agree to use the Product subject to such terms and conditions. The non-exclusive, non-transferable and revocable right to use the Product will cease to exist when this Agreement is terminated. It is clarified that Invision is not creating any right or interest in the IVR Numbers in favour of the Customer or its Authorized Users under this Agreement except for the limited purpose of accessing and using the Product.
Our Use of End User Personal Data
Your use of Invision App requires Invision to transmit certain data on your or your end user’s behalf, to the Payment Processing Provider of your choice in order to assist you with submitting payments / buying credits via our Application. This information includes, but is not limited to, the User's credit card number, credit card expiration date, first and last name, zip code etc. (collectively, "Transaction Data"). Transaction Data is considered personally identifiable information ("PII") or personal data ("Personal Data") under applicable data protection laws. It is your responsibility to understand any and all privacy regulations as they impact your PII or Personal Data and safeguard it accordingly.
By installing and using Invision App, you grant Invision permission to transmit information about your Application and Transaction Data to the applicable Payment Processing Provider. For purposes of clarity, Invision will only transmit Transaction Data and Invision’s infrastructure will not store (except to the extent such Transaction Data may be visible within the Payment Processor Provider's dashboard, platform, account, or portal), nor otherwise use Transaction Data for any purpose whatsoever, subject to the confidentiality obligations under your Invision Agreement and applicable law.
Restrictions and Limitations to the Right to Use the Product
You understand and agree to the following restrictions and limitations that are applicable to your right to use the Product under this Agreement:
The Product can be used only by you and/or by a person whom you may specifically authorize to use our Product (hereinafter referred to as an “Authorized User”) for business communication purposes. It is hereby further clarified that Customer or its Authorised User(s) are not permitted to resell the right to use our Product.
You will assume all liability that arises from any misuse of our Product or breach of the provisions of this Agreement by your Authorised User(s).
The Product is not intended to support or carry emergency calls to any Emergency Services. By “Emergency Services” we mean services that allow a user to connect with emergency services such as law enforcement service, fire service, medical service or any other similar emergency services or any other similar emergency services.
Being a public cloud user, you will share the Product/ Invision telephony resources with all of our other customers. Your experience may vary depending on volumes from other customers.
Invision is an intermediary and has no control over the manner in which you use the Product. You are required to use the Product in accordance with all the applicable laws. Invision expressly disclaims any representation that the Product complies with all applicable laws and regulations outside of India. If you use the Product outside of India, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Product.
In order to give you a better experience and/or to deal with certain external factors, Invision reserves the right to modify the attributes and resources available to the APIs from time to time. You will be notified about any such changes made to the API through e-mail to the primary admin and through popup notifications in the application.
Please note that Invision will not be liable to you or any third party for such modifications to the API/(s) or adverse effects (if any) that may result to you from such modifications.
The Product may not be available to you for use in the event that you exceed your Credit Limit (if applicable) or Invision is not able to charge your card from which you have authorised Invision to charge the fees.
We will not change or revoke the IVR Numbers allocated to you unless:
- • the Numbers are revoked by the telecommunication service provider; and/or
- • a regulatory authority prohibits the use of Number(s); and/or
- • the law requires us to do so.
We will ensure that the Product is available for your use 24 (Twenty Four) hours a day and 7 (Seven) days a week, except in the case of a planned maintenance or when the telecommunication service providers’ networks and servers are down. The functionality of the Product will also be subject to limitations, delays and other problems due to the use of external infrastructure, technology and services. You understand that we will not be responsible for any delays, default, or any other loss or damage caused by a person outside our control. Before beginning a planned maintenance, we will notify you in advance.
Post termination of this Agreement, you and/or your Authorised User(s) will not use the IVR Number(s) that were allocated to you under this Agreement and we will have the right to re-allocate such Number(s) to our other customers.
Representations and Warranties
You and/or your Authorised User(s) will ensure that the Customer Data is accurate and legally sourced. You represent, warrant, and covenant that you shall be solely responsible to add the contact numbers for use of our product and we are neither responsible nor liable for any sort of third party privacy infringement, privacy violation or unauthorised use of any third party right and the same shall be your liability solely.
You will ensure that you and/or your Authorised User(s) use the Product in accordance with applicable laws and this Agreement. It is clarified that you and/or your Authorised User(s) will not use our Product to make any calls or send any messages in contravention of the applicable laws. Before using our Product in any jurisdiction, you and/or your Authorised User(s) will familiarize yourself with all laws applicable to our Product in such a jurisdiction and only use our Product if and in the manner the law permits. Invision provides no representation or warranty in this regard.
You and/or your Authorised User(s) will not copy, modify, duplicate, mirror, republish, download, transmit, license, sell, transfer, assign, display or otherwise commercially exploit or distribute all or any portion of the Proprietary Technology and the Product in any form or assist third parties in obtaining access to the Product or build a product or service which competes with the Product. By “Proprietary Technology” we mean our communication and optimization solutions, user interfaces, API adaptation details, configurations and related documentation.
You and/or your Authorised User(s) will protect the privacy of the information collected/received by you through the use of our Product.
You and/or your Authorised User(s) will only make call recordings and use such call recordings in accordance with the applicable laws.
You and/or your Authorised User(s) agree not to use our Product to host, display, upload, modify, publish, transmit, update or share any information that:
- • Belongs to another person and to which you do not have any right of use;
- • Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or is otherwise unlawful in any manner whatsoever;
- • Harms minors in any way;
- • Infringes any patent, trademark, copyright or other proprietary rights (whether ours or of any other person);
- • Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
- • Impersonates another person;
- • Threatens the unity, integrity, defence, security or sovereignty of India or any country, friendly relations of India or any country with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any nation;
- • Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
- • Is aimed at inflicting hatred or dissension based on ethnic groups, religions, races, and inter-groups;
- • Relates to gambling;
- • Relates to any extortion and/or threats;
- • False and/or misleading information resulting in consumer loss, whether knowingly or unknowingly; and/or
- • Violates any law for the time being in force.
You and/or your Authorised User(s) agree not to use our Product to make a conference call or send a message to any Subscriber registered under the NDNCR and/or NCPR or any other applicable customer preference-based do-not-disturb database for sharing unsolicited commercial communication (except in accordance with the applicable law).
You and/or your Authorised User(s) have obtained and will continue to obtain a clear written consent from every person for (i) the purpose and (ii) the duration, for which their information will be processed by us on your behalf during the course of your use of the Product. This consent may be through letter or email or any other manner prescribed by the applicable data protection law. You and your Authorised User(s) also agree to provide a copy of the aforementioned written consent to us immediately, upon request, and in such a manner so as not to cause Invision or a service provider of Invision, to be in violation of any applicable laws.
You and/or your Authorised User(s) collect information in accordance with applicable data protection laws.
You represent, warrant, and covenant you are solely responsible for, and Invision disclaims all liability for, the provision of any goods or services sold to your End Users by sending the message through our App, as part of your use of Invision App and the Invision Services, and any obligations you may owe to your End Users. Please note that you are always financially liable to Invision for all Losses occured due to breach of this clause.
You represent, warrant, and covenant that all of the information that you provide to us directly or through your Application is accurate and complete. You represent, warrant, and covenant that you have sufficient rights and authority to enter into this Agreement, and to grant the rights and assume all of their respective rights and obligations set forth herein. The person signing on behalf of its respective party represents and warrants that it has the authority to execute and bind its respective party to this Agreement.
You represent, warrant, and covenant that, during the Term, you shall comply with the applicable law relating to its respective activities under this Agreement
YOU ACKNOWLEDGE YOU ARE USING INVISION App, WHICH IS IN PUBLIC BETA MODE. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, INVISION IS PROVIDING THE BETA SERVICES TO CUSTOMER "AS IS." INVISION MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, INVISION DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
Notwithstanding any other provision of this Agreement, you agree to indemnify us against any liability that we may accrue due to a violation of the Regulations and other applicable law by you and/or your Authorised User(s), while using our Product, such as by sending out Promotional Message/(s) or Transactional Message/(s) or making conference calls for communicating unsolicited commercial information to any Subscriber registered under the NDNCR and/or NCPR and/or such similar consumer preference-based do-not-disturb database/register, without first obtaining the Subscriber’s necessary consent in the appropriate manner under applicable law.
You understand and agree that in order to comply with the applicable laws, we may either review or disclose the content of the calls or messages transmitted by you and/or your Authorised User(s) using our Product under this Agreement and perform any other act, as may be required by law from us. On request, you shall provide all information that we seek within One (1) Business Day. You agree to provide all information required for compliance with the applicable laws, and in such a manner and in such a timeline so as not to cause Invision or a service provider of Invision, to be in violation of any applicable laws.
The government authority may demand to review the content of calls made using our product. If that happens, we will have to disclose the content of your calls to comply with the law
Intellectual Property Rights
You acknowledge that we own and have the right to use all the Intellectual Property Rights in our Product. We are only granting to you a limited right to use our Product (Right to Use the Product) in accordance with this Agreement and are not granting to you any Intellectual Property Rights in our Product (including any new software, content, corrections or enhancements, adaptations and additions made in relation to our Product).
You will not, at any time claim and/or apply for any right in and right to our Product and any new software, content, corrections or enhancements, adaptations and additions in respect of our Product. You have agreed to assign to us all present and future rights (including Intellectual Property Rights), title and interests, in, over and upon any and all content, corrections or enhancements, adaptations and additions in relation to our Product, in India or any part of the world. You also agree that the rights assigned to us by you are absolute, exclusive, perpetual and irrevocable. We will be entitled to transfer the rights to any person and use it anywhere in the world without requiring any interference or interruption from you.
Parties agree that:
“Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”) concerning or related to this Agreement, Product or the Disclosing Party (whether before, on or after the Effective Date), be it expressly designated as confidential or not and that which may reasonably be inferred/ considered to be confidential from its nature or circumstances surrounding its disclosure. It is clarified that Confidential Information will include without limitation: (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information relating to the Product; activities related to marketing, finance, operations; and our vendors/service providers; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a party a competitive advantage over its competitors; and (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.
The Receiving Party will maintain in confidence the Confidential Information of the Disclosing Party. The Receiving Party will use the same degree of care in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care. Any Confidential Information of the Disclosing Party will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this Agreement. Further, it is clarified that the Receiving Party may disclose the Confidential Information to its employees, advisors, professional consultants and lawyers (hereinafter referred to as “Representative/(s)”) on a strict need to know basis, provided such Representative/(s) have entered into a non-disclosure or other confidentiality agreement with the Receiving Party containing terms substantially similar to the terms of confidentiality contained in this Agreement.
Confidential Information will not include information that: (a) is in or enters the public domain without breach of the provisions of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can demonstrate (from the files/documents in existence at the time of disclosure) was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information; (d) the Receiving Party receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; or (e) is required to be disclosed to our service providers, including payment gateway providers, pursuant to a legal proceeding or investigation; or (f) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Receiving Party will provide to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure; or if prior notice is not permitted or practical under the circumstances, a prompt notice of such disclosure.
Limitation of Liability
We will not be liable to you or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind, including but not limited to loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, arising out of or in connection with this Agreement, whether in contract, tort, strict liability or otherwise, even if we have been advised as such or are otherwise aware of the possibility of such damages. To the maximum extent permitted by law, our total liability arising out of or in connection with this Agreement will be limited to the actual direct loss incurred by you, up to a limit of Rupees Fifty thousand (INR 50,000/-). Please note that multiple claims will not expand this limitation. This clause will be given full effect even if any remedy specified in this Agreement in general is deemed to have failed of its essential purpose.
It is clarified that we will not be liable to you and/or your Authorized User(s) for any loss or liability that may accrue to your Authorised User(s) from the use of our Product.
Except as expressly and specifically provided in this Agreement, you assume sole responsibility for the results obtained and conclusions drawn from the use of the Product by you.
Subject to clause of Limitation of Liability of this Agreement, Invision and the Customer agree that:
You (hereinafter referred to as the “Indemnifying Party”), at your sole expense, will defend, indemnify and hold Invision, our directors and employees (collectively referred to as the “Indemnified Party”) harmless from and against any, damages, losses, settlements, liabilities, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action or proceeding (hereinafter referred to as the “Claim”) against Invision arising from or related to a breach or alleged breach of any provision of this Agreement by you and/or your Authorised User(s).
The Indemnifying Party’s indemnification obligations under this clause 19 are conditioned upon the Indemnified Party: (a) giving notice of the Claim to the Indemnifying Party once the Indemnified Party becomes aware of the Claim; (b) granting control of the defense (including, but not limited to, selection and management of counsel) and settlement of the Claim to the Indemnifying Party (except that the Indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of or result in any ongoing liability to the Indemnified Party). However, it is clarified that Indemnified Party reserves the right to select and appoint its separate counsel in connection with the Claim. It is further clarified that if, in the Indemnified Party’s view, the Indemnifying Party has not responded to and/or defended the Claim to the satisfaction of the Indemnified Party, the Indemnified Party reserves the right to assume control of the defence at the cost of the Indemnifying Party; and (c) providing reasonable cooperation to the Indemnifying Party and, at the Indemnifying Party’s request and expense, assistance in the defense or settlement of the Claim.
Without limiting Invision’s express warranties and obligations under this Agreement, Invision hereby disclaims any and all other warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, and fitness for a particular purpose and warranties related to third-party equipment, material, services or software. Our Product is provided on “as is” basis to the fullest extent permitted by law. To the extent this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under that law.
Term and Termination
Term: This Agreement will commence from the Effective Date and will remain in force unless terminated in accordance with the provision of this agreement (“Term”).
(c) You agree that we may terminate this Agreement, without cause, by providing you an advance notice of 30 (Thirty) days to consume your balance credits.
(d) On termination of this Agreement for any reason, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, will not be affected or prejudiced (including but not limited to our right to be paid for the use of our Product).
Notwithstanding anything else contained in this Agreement, you agree that clause related to Representations and Warranties, Intellectual Property Rights, Confidentiality Obligations, Limitation of Liability, Indemnity Obligations, Warranty, Governing Law and Dispute Resolution and such other clauses which by their nature and context are intended to remain binding post the termination of the Agreement, will survive and remain in effect even after the Agreement is terminated.
This Agreement and its schedules constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
You understand and agree that Invision is operated in India and shall be deemed to be solely based in India. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the laws of India.
We believe that any dispute can be resolved through communication. In case of any grievance, before taking recourse to the legal remedies available to you in law, please try contacting our Customer satisfaction Team.
Each party irrevocably agrees that the courts of New Delhi, India will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Restrictions on Transfer
You are not allowed to transfer or assign any right or duty under this Agreement without taking our permission (except to someone who is acquiring your company).
If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, if required, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
Nature of Relationship
Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party as the agent, franchisor, franchisee, employee, representative, owner or partner of the other party, or authorize any party to make or enter into any commitments for or on behalf of any other party, and the relationship between the parties will only be that of independent contractors.
All notices, requests, demands and other communications which are required or may be given under this Agreement will be in writing and will be deemed to have been duly given: when received, if personally delivered and an acknowledgment in writing is obtained; when transmitted, if transmitted by e-mail; upon receipt of acknowledgement, if sent by registered post with acknowledgement due. In each case notice will be sent to the respective addresses of the parties set forth below.
Any notice or other communication given to a party under or in connection with this Agreement will be addressed to:
- • If to Invision, as mentioned in our Contact Us page.
- • If to the Customer, as specified in the Company Info Page
No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy under this Agreement will operate as a waiver thereof or effect any other right or remedy. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
Except for the obligation related to payment of Charges, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbance, insurrection, sabotage, shortage of energy, or equipment, disruption of communication network/(s) or cloud storage facilities (hereinafter referred to as the “Force Majeure Event”). Provided however, that if a Force Majeure Event occurs, the affected party will, as soon as practicable:
- • Notify the other party of the happening of the Force Majeure Event and its impact on the performance of the obligations of the affected party under this Agreement; and
- • Use all reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.