Valocity Platform: End-User License Agreement

 

This End-User License Agreement (hereinafter “EULA”) creates a legally binding agreement between any end user using the services of the Valocity Platform (hereinafter “User”, “You” and “Your”) and Valocity India LLP (hereinafter “Valocity”). This EULA governs the use of all of the software product(s) that form a part of the Valocity Platform.

 

This EULA is comprised of the following parts:

 

Part A – Terms of Use

Part B – General Terms and Conditions

Part C – Valuer Specific Terms and Conditions

 

PART A - TERMS OF USE

 

  1. Valocity is a technology company providing Software as a service (SaaS) for Banks, Housing Finance Companies, Non-Banking Financial Companies or such other institutions (hereinafter “Lenders”) to connect digitally with Valuation Firms, Valuers, or such other individuals (hereinafter “Valuers”) to facilitate an end-to-end digital workflow solution for the Valuation process.

 

  1. This EULA between the User and Valocity sets out the terms and conditions of use of the Valocity Platform which comprises of the following, but not limited to:

 

2.1  Core System: Used by Lenders to order valuations

2.2  Connect System & Mobile App: Used by Valuers to perform valuations

 

  1. You are being presented with this EULA because you have logged onto the Valocity Platform by using login credentials provided by Valocity for accessing the Valocity Platform as a User.

 

  1. You have accepted the terms of this Agreement by clicking ‘Accept and Continue’. User’s access to the Valocity Platform is subject to acceptance of this EULA. If you do not agree to the terms and conditions of this EULA, then do not proceed or utilize the login credentials, and notify Valocity in writing of your rejection of the EULA.

 

  1. Valocity may change/update this EULA or any of its components by posting a notice of the same on the website and the User will be deemed to have notice of the updated EULA from the time that it is posted on the website.

 

  1. In addition to this EULA, the User will also be responsible for compliance with any service agreement that may executed between such User and Valocity from time to time and the terms of such service agreement will prevail in respect of and to the extent of inconsistencies with this EULA.

 

If You are entering into this EULA on behalf of an organisation/Firm, all references to “You” or “Your” in this EULA shall mean collectively the organisation/Firm. In such an instance, by clicking ‘Accept and Continue’ You represent and warrant that you have the authority to enter into this EULA on behalf of the Organisation/Firm and that the Organisation/Firm agrees to be bound by this EULA.

 

PART B - GENERAL TERMS AND CONDITIONS

 

1.   AUTHORISATION AND ACCESS TO PLATFORM

 

1.     You are hereby authorised to use the Valocity Platform in accordance with the terms of this EULA.

2.     Nothing in this EULA prohibits or restricts User’s ability to provide valuations to any other persons.

3.     You shall protect your log in password and use of the platform and notify Valocity of any unauthorized use of the platform within 24 hours of it being aware of the breach and use best endeavours to immediately implement an action plan to prevent any further breach.

4.     Valocity reserves the right to immediately suspend User’s access until such time as it is reasonably satisfied that no further Valocity Platform or Valocity Data access breach is likely to take place.

 

2.   CHANGES TO SERVICES

 

1.     Valocity may (a) enhance or refine the Valocity Platform; and (b) perform scheduled maintenance of the Valocity Platform infrastructure and software, during which time the User may experience some disruptions to the Valocity Platform. You acknowledge that, from time-to-time Valocity may need to perform emergency maintenance without providing advance notice, during which time Valocity may temporarily suspend User’s access to and use of the Valocity Platform.

2.     Valocity may decide to cease supporting or providing some or all basic features of the Valocity Platform by providing written notice on the website.  

 

3.   DATA AND INTELLECTUAL PROPERTY

 

1.     Valocity is providing a digital platform service to lenders to banks and as such is entitled to use the valuation reports and information shared or submitted via the Valocity Platform for providing quality control, benchmarking and qualitative and quantitative analytics to lenders for creating and arriving at aggregate data.

2.     Valocity warrants all data use is subject to privacy laws as applicable in the Indian jurisdiction and is held within India.

 

4.   SECURITY AND CONFIDENTIALITY

 

1.     You agree to protect the secrecy of and avoid disclosure or use of confidential information received via the Valocity Platform and prevent it from falling in the possession of unauthorised persons.

2.     You must keep (and must ensure that each authorised user shall keep) all account information up to date and keep all user accounts, user logins and passwords in your possession, secure always and will treat such information as confidential information for the purpose of this EULA.

3.     You must not (and must ensure that each of its authorised users do not) disclose account, user log-in or password information relating to the Valocity Platform to any other person and must immediately inform Valocity upon becoming aware of any actual or suspected unauthorised use of the Valocity Platform.

4.     You are and will remain fully responsible for any unauthorised use of any Valocity Platform identification numbers, logins, access codes or passwords issued to it or its authorised users.

 

5.   REVERSE ENGINEERING & SECURITY: You agree not to undertake any of the following actions:

 

1.     Reverse engineer, or attempt to reverse engineer or disassemble the contents of the Valocity Platform or modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Valocity Platform or remove any copyright, trademark registration, or other proprietary notices from the contents of the Valocity Platform;

2.     Violate, disrupt or interfere with the security of, or otherwise cause harm to the Valocity Platform through any unauthorized access, circumvention of encryption or other security tools, data mining or interface to any host, user or network; or

3.     Copy or otherwise distribute copies of the Valocity Platform unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool.

 

6.   TERM: This EULA shall remain in full force and effect until terminated by User or Valocity as applicable.

 

7.   COMPLIANCE WITH LAWS

 

1.     You will comply with all applicable laws and regulations with respect to your obligations under this EULA. Valocity may restrict the availability of the Valocity Platform or modify or discontinue features to comply with applicable laws and regulations.

 

8.   DISCLAIMER

 

1.     To the full extent permissible by law, Valocity will not be liable to User (whether in contract, tort (including but not limited to negligence, equity, under statute or otherwise) for any loss caused by, arising out of or in any way connected with the use of the Valocity Platform by the User or the performance of the Valuation Services under this EULA, and you hereby  release, discharge and hold Valocity harmless from all liability and responsibility in respect of the same.

 

9.   INDEMNITY

 

1.     You agree to defend, indemnify and hold  harmless Valocity, its officers, directors, employees and agents against any and all claims, damages, losses, liabilities and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Valocity Platform, your breach of the terms of this EULA or any other policy applicable to Your use/access of the Valocity Platform, or any claim resulting from your conduct or actions in connection with the Valocity Platform that has caused damage to a third party. You agree that Valocity shall be able to select its own legal counsel and may participate in its own defence if it wishes. This indemnification obligation will survive this EULA.

 

10.      TERMINATION

 

1.     Valocity may terminate this Agreement and de-register You at any time, with or without cause, immediately upon notice to you.

2.     In the event of the termination of this Agreement:

10.2.1    The license granted to you in this Agreement will terminate; and

10.2.2    You must immediately cease all use of the Valocity Platform and destroy or erase all copies of the software in your possession or control.

 

11.  SUPPORT: This License includes maintenance and support for the Valocity Platform. For any support or queries or notice, contact support@valocity.in

 

 

PART C - VALUER SPECIFIC TERMS AND CONDITIONS

(The following additional terms are applicable only if you are an end user of the Connect System)

 

  1. AUTHORISATION AND ACCESS TO PLATFORM

 

1.1  You are hereby authorised to use the Valocity Platform, noting that this authorisation does not guarantee or assure that you will receive any assured Valuation Job(s).

1.2  Nothing in this EULA prohibits or restricts User’s ability to provide valuations to any other persons, or to refuse a valuation job provided through the Valocity Platform.

1.3  The use or reproduction of any confidential information by you shall only be for performing or giving effect to Valuation Job(s) provided through the Valocity Platform.

 

  1. JOBS FROM VALOCITY CLIENTS AND ASSIGNMENT BY CLIENT

 

2.1  Valocity accepts all Valuers empanelled by Lender(s) who are Valocity Clients and provides platform access to such Valuers to enable them to carry out valuation jobs.

2.2  You will be given access to Valocity Platform including Valocity Connect in capacity as Client Panel Valuer (for one or more Lenders) or as Client employee. User will be given access to receive jobs from Clients and to complete those jobs and submit reports.

2.3  Valuation Job(s) will be assigned to you by the Client with whom you are registered via Valocity Platform, based on assignment rules given by the Client and you are to complete the assigned Valuation Job, and supply Valuation Report, in accordance to Client Terms and Conditions.

2.4  All necessary instructions and property documents, if available, will be enclosed/attached as part of the Valuation Job thus assigned. You will be notified – via the Valuation Job instructions, whether the Client is requesting for the Job on an urgent basis and the preferred time will also have been defined by the Client.

2.5  User shall be de-registered from the platform upon notice to Valocity by Client.