1.Introduction

Thank you for choosing Herdum. Herdum provides you with the ability to minimize the impact of or even prevent crime against yourself by triggering an SOS using the App (“SOS Incident”), which, based on your Subscription (refer clause 5.7), is notified by us to a variety of geo-targeted first responders (“Responders”) such as volunteers (“Angels”), civil defense workers, guards employed by resident welfare association or neighborhood watch, and guards or Responders from security service providers (“SSP”). Geo-targeting is done within a radius (“Angel Radius”) determined by your Subscription. We will also collaborate with the local police and, if they agree, your SOS Incident may also be notified to the police’s response center, beat police, police patrols or other police personnel.

2.Applicability

These Terms govern your access and use of our mobile application, our website www.iraherdum.com (“Website”) and all other Services. All other Services offered by us may require you to execute separate agreements. If you wish to subscribe to any of our other Service, please contact us for more information on help@iraherdum.com

3.Serviced Market and Legal Compliance

3.1. The Service is made operational in limited geographies / countries, either directly by us or via a Herdum licenseee or a sub-licensee, as specified in our Website (“Serviced Market”). Our Website is governed by and comply to the laws of the Serviced Market countries.

3.2. You represent and warrant that (i) you are not located in a place / country which is outside of a Serviced Market; and (ii) you undertake to not use the Software anywhere outside the Serviced Market.

3.3. To accept these Terms you must be an individual competent to enter into a contract under the applicable law of the land where our Services are being used. Guardians can act on behalf of minors and those who are physically disadvantaged.

4.Modification to these Terms

We reserve our right to change or revise these Terms at any time by making changes on our Website. You will be notified of the changes on the device(s) where the App is being used. We encourage you to revisit and review these Terms and stay informed of any such changes. Your continued use of our Services following the posting of any such changes of the revised Terms will constitute your acceptance of such changes or revisions.

5.Use and Access to Our Services

5.1 After you have installed the Software, as per the directions given, you shall use the Software on any Android or iOS powered smartphone (“Device”). You are granted only a limited non-transferable, non-exclusive non-sublicensable right to use such copies of the Software restricted to your own personal use. You shall not delete of otherwise modify the Content or Intellectual Property Rights (IPR) including any copyright and other proprietary notices that appear on or in the Software.

     New Versions - Herdum, in its sole discretion, reserves the right from time to time to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software or element thereof including, without limitations to re-branding the software, or discontinue any particular software or part or element of the software temporarily or permanently (collectively, “Upgrade”). Information about modifications will be provided in the Software and will be available to you after logging in. You accept, acknowledge and agree that Herdum has no obligation to make available to you any Upgrades or subsequent versions of the Software. You also agree and accept that you will have to enter into a renewed version of this Agreement if you want to download, install or use an Upgrade or new version of the Software.

5.2.Account and Login Formalities - In order to use our Services, you will have to “sign-up” and follow the steps to choose a tariff plan and pay for the same. The Account registration process involves you to submit certain personal information, such as your name, address, mobile phone number, age, mobile number of friends, family, personal and emergency contacts (“FECs”) who have to be contacted during a SOS Incident. Optionally, you may also provide your email id.

5.3. Account Responsibility - You shall be responsible for all activities that occurs in your Account. You shall be responsible for the maintenance of the security and secrecy of your Account sensitive details like username and password at all times. You shall be solely responsible for any adverse reaction and its consequences initiated by your FECs who get notified by us after the SOS Incident.

5.4. Access to Device – You agree to turn on and permit the App access to the camera, contacts, location, phone, SMS and storage services on your Device. You acknowledge that if your Device is switched off or in airplane mode or in poor or no mobile network area, if GPS services on your Device are turned off, or if you revoke the App's permission to camera, contacts, location, phone, SMS or storage services on your Device, it will not be able perform instructions given to it by the Software, which will impair the completeness and accuracy of the Services.

5.5. Your information - The information provided by you remains your property. We may, but shall not be obligated to, review or monitor, or remove your information, at our sole discretion and at any time and for any reason, without notice to you.

5.6. Maintenance of records – All the information gathered by us hereunder will be kept on cloud storage and will not be used for any other purposes except data analysis and service improvement, advertising, service modification, unless otherwise required by law.

5.7. Subscription - On signing up for our Services, you will have to choose either of the tariff plans mentioned on the page and proceed to access our Services. All the available tariff plans and their features are better described in the App and on our Website.

5.8. Tracking - In accordance with clause 8 herein, your location will not be tracked by us unless you trigger an SOS Incident. You agree that once you become a “PNA” (as defined in clause 7.5) a) we can track your location, b) record your conversation and capture a video of your vicinity by using your mobile phone, c) share your contact information and movement with your pre-selected emergency stake-holders i.e. FECs and Responders, d) as a PNA, you agree to cooperate with Responders registered with us so that they can help you, and e) cancel the SOS Incident after the crisis is over, by keying in your password on the App.

5.9. Support - During the subscription term, we will provide reasonable support for installation and use of our Software and Services on a reasonable request. We will reasonably respond to the support enquiries that we receive via the support option on the App and/or the Software. The support provided will be in accordance with our applicable support policy.

6.Subscription, Price and Payment

6.1 We may change the price for our subscriptions, including recurring subscription fees, for periods not yet paid, from time to time and will communicate any price changes well in advance and, if applicable, the procedure for acceptance of the said changes

6.2. Price changes will take effect at the start of the next subscription period following the date of the price change. If a change is necessitated due to government levied taxes, duty, cess or other conditions that impact business conditions, then the price change may be implemented with immediate effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing prior at the time of renewal or at any convenient time.

6.3. Subject to availability and receipt of payment, requests will be processed within 1 day and our App and/or Service activation will be confirmed by way of SMS or email.

6.4. Unless otherwise selected by you, or cancelled before the expiry of the current term, your subscription will be changed automatically to the free plan for another term of a period equal to your initial term.

6.5. We shall send you an invoice of the transaction for your records. After the successful payment and deduction of the fees for the purchase, you will be issued an electronic invoice against the said payment.

Serviced Market Payment Terms: South Africa

6.6. South African Representation – The App and Services on our Website are amongst others, available in the South African Serviced Market through our sub-licensee Herdum Systems (Pty) Ltd (“Herdum South Africa”), a South African registered company with registration number 2019/553117/07.

6.7. Promotion of Access to Information Act -As per Herdum Privacy Policy referenced in clause 8, we will take all reasonable steps to protect your personal information. For the purpose of this clause, "personal information" shall be defined as detailed in the Promotion of Access to Information Act 2 of 2000 (PAIA). The PAIA may be downloaded from: http://www.polity.org.za/attachment.php?aa_id=3569

6.8. Payment Options Accepted - Payment in South Africa may be made to Herdum South Africa via Visa, MasterCard, Diners or American Express Cards or by online bank transfer into it’s bank account, the details of which will be provided on request.

6.9. Charges - The applicable charges on the purchase of any of the subscriptions mentioned in clause 6.10 herein shall be in accordance with prevailing rates of our payment gateway supplier.

6.10 Card Authorization – We seek pre-authorization of your debit/credit card prior to the purchase in order to verify that the card is valid and has the necessary funds or credit available to cover the purchase. All necessary fees for the purchase shall be directed to the pre-authorized card.

6.11. Card Acquiring and Security - Card transactions will be acquired for Herdum South Africa via PayGate (Pty) Ltd who are the approved payment gateway for all South African Acquiring Banks. DPO PayGate uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no card details are stored on Herdum’s website. Users may go to www.paygate.co.za to view their security certificate and security policy.

6.12. Customer Details Separate from Card Details – We do not retain your card information and are therefore not responsible in this regard. User or customer details will be stored by Herdum separately from card details which are entered by the user or customer on DPO PayGate’s secure site. For more detail on DPO PayGate refer to www.paygate.co.za

6.13.Merchant Outlet Country and Transaction Currency – The merchant outlet country at the time of presenting payment options to the cardholder is South Africa and the transaction currency is South African Rand (ZAR).

6.14 South Africa Domicile Herdum South Africa chooses as its domicilium citandi et executandi for all purposes of transactions and Services in South Africa, whether in respect of court process, notice, or other documents or communication of whatsoever nature, 261 Neptune Street, Pretoria, 0181, South Africa.

6.15. Our Responsibility – Herdum South Africa takes responsibility for all aspects relating to the transaction including sale of goods and Services sold on our Website, customer service and support in the South Africa Serviced Market, dispute resolution and delivery of goods.

7.Your Responsibilities

7.1 You are solely responsible for (i) you and your authorized users’ access and use of our Services and compliance with these Terms, (ii) maintaining the confidentiality of your log-in information, credentials and passwords associated with your account, and the privacy and security of your account, (iii) any monies due to you related to transactions that are processed through our payment gateways, merchant account providers or any payment processors that you utilize in connection with our Services, and (iv) all activities that occur regarding your account regardless of whether the activities are undertaken by you. We are not responsible for any alteration, compromise, corruption or loss of your data, or any activity that arises from any access to, sharing or use of your account, log-in information, credentials or passwords, or your activities, except to the extent caused by our breach of these Terms.

7.2. You agree to notify us immediately of any unauthorized access or use of your account, log-in information, credentials or passwords, or any unauthorized activity in your account. We have the right to suspend or terminate our Services, without notice to you, if we suspect any unauthorized activity. You agree to cooperate with us in any investigation into suspected or actual unauthorized activity.

7.3. You may use our Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither you nor your client may copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile our Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the supplier is not permitted by that applicable law to exclude or limit the foregoing rights; or use our Services or any part or element thereof unless it has agreed to these Terms.

7.4. You shall keep on and permit the App access to the camera, contacts, location, phone, SMS and storage services on the Device turned “ON” at all times for the application or any of our Services to work at their maximum capacity.

7.5. You shall raise an SOS responsibly, i.e. only in case you truly face a security-related personal emergency. In order to raise an SOS, you have a few options: a) press the SOS icon on the App twice, or b) use a linked wearable device authorized by us. After you raise an SOS, you will be classified as a person needing assistance (“PNA”). Responders or SSP or Police may call you to validate the SOS situation you face and, on the basis of your responses, they would take further course of action viz., coming to your help or ignoring your SOS or taking action under the law for raising a false alarm.

7.6. You shall endeavor to not raise a false or prank SOS. And, should an SOS be triggered accidently or without cause, by using our App, you shall cancel the SOS via the App, using your password, at the earliest possibility. The objective of this is to avoid false panic situations and to maintain system integrity so that Responders take their job seriously.

8.Privacy

     We take your privacy very seriously. Herdum’s Privacy Policy is hereby incorporated into these Terms by reference.

9.Intellectual Property

9.1. All right, title, and interest, including without limitation, copyright, trademark and other intellectual property rights in and to the Software and any derivatives thereof are owned and/or licensed by Herdum. Your use of our Services or parts thereof does not grant you any ownership or intellectual property rights. Any commercial or promotional distribution, publishing or exploitation of our Services or content related to our Services is strictly prohibited. You do not acquire any ownership rights by downloading or purchasing any of our Software or parts thereof from the App or our Website. This Agreement does not provide you with any ownership interest in the Software or with any other right other than as expressly set forth in this Agreement. The Software is protected under India and international copyright laws and treaties.

9.2. You shall not copy, alter, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software. You shall not distribute or publish any content or any information obtained or derived therefrom except as permitted by applicable law.

10.Intellectual Property

We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan viruses or similar harmful materials into our Services (but we are not responsible for harmful materials submitted by you or other users). Unless otherwise expressly stated by us, our Services:

• i are provided “as is” and “as available” without any kind of warranties, express or implied as to its merchantability, fitness, use or performance;
• ii will not be uninterrupted or error-free, nor will the server that makes them available be free of viruses or other harmful components.
• iii It is further acknowledged that Herdum has no obligation whatsoever to furnish any maintenance and support services with respect to the Software

11.Third Party Products and Services

       Our Services may contain or may contain links to third party information, websites, products, Services or resources that are not owned or controlled by us. We do not endorse any such third-party content. If you access or use such third-party content through our Services, you do so at your own risk. You agree that we have no responsibility arising from your access to or use of any such third-party information, websites, products, Services or resources.

12.Indemnity

       You shall indemnify, defend and hold harmless Herdum and its affiliates, officers, directors, owners, agents, employees, information providers, from and against any and all liabilities and costs incurred by Herdum in connection with any claim arising out of any breach by you of your representations, warranties and covenants hereunder. In no event shall either we be liable for any indirect, special, incidental or consequential damages arising out of or in any way connected with these Terms or any matter related hereto, including without limitation, lost business or lost profits.

13.Limitation of Liability

13.1. In no event shall Herdum and its affiliates arising out of or related to these Terms be liable for any harm or injury or death or mental agony to you.

13.2. To the maximum extent permitted by law, in no event shall the aggregate liability of Herdum, its Distributors, its suppliers and its affiliates, arising out of or related to these Terms, be liable to any party for any damages including, without limitation, consequential, incidental or special damages, any lost profits or lost savings, even if a Herdum representative has advised of the possibility of such damages, or for any claim by any third party. In the event that, notwithstanding the terms of this section, Herdum or its Distributor is found liable for damages based on any defect or non-conformity in our Services, Herdum’s total liability shall not exceed the total amount paid by you hereunder for our Services giving rise to the liability in the three months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit the user or Customers’ payment obligations under section “Payment” above.

14.Termination

14.1. Termination for Cause - We may terminate these Terms forthwith in case of any material breach by you. We may provide you with an opportunity to rectify your breach, your failure to cure the breach within fifteen (15) days shall lead to the automatic termination of these Terms unless otherwise extended by us.

14.2. Termination for Convenience -You are free to stop using our software and terminate these Terms at any time and for any reason by cancelling the subscription. In an event of you terminating these Terms within the subscription period, you will not be entitled to any refund.

14.3. Effects of termination - Upon expiration or termination of these Terms, you agree to be contacted by Herdum for the purpose of obtaining service feedback and possibly retention, and you must:

• i Cease using all our Service;
• ii Delete (or at our request, return) all Confidential Information or other content of ours in your possession.

15.Termination

15.1. In case of any violation of these Terms or our Privacy Policy that can be remedied by removal of your data or taking any other reasonable action, we will, in most cases, intimate you of the violation and the most favorable remedy to us.

15.2. In case we do not hear any response from you within seven (7) calendar days, we may step in and take the appropriate action which may include disabling your account.

16.Governing Law and Dispute Resolution

16.1. These Terms shall be governed by, construed and interpreted in accordance with the laws of India. The parties agree that the courts located within Delhi, India shall have sole and exclusive jurisdiction and venue over all controversies in connection herewith. If any part of this Agreement is found void and unenforceable, the balance of the Agreement shall remain valid and enforceable according to its terms.

16.2. In the event of any dispute arising out of these Terms, we shall try to resolve it amicably within thirty (30) days from the date of dispute which has been reported in writing to one and other. However, upon failure to do so, any unresolved dispute shall be referred to arbitration under Singapore International Arbitration Centre within 15 (Fifteen) days of non-resolution of the dispute. The arbitration award shall be final and binding on both of us. The language of Arbitration shall be English and venue of Arbitration shall be Singapore.

17.Miscellaneous

17.1. Entirety of the Terms -These Terms form the entire Terms of understanding among us as to the subject matter hereof. However, the Terms and Conditions of this Agreement is in addition to our Privacy Policy. This Agreement may only be changed by a written or electronic agreement explicitly agreed to by the parties hereto.

       Severability - If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

17.2. Assignment - All of our rights and obligations under our Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.

17.3. Notices - Unless otherwise expressly stated in these Terms, all notices related to these Terms will be in writing and will be effective upon:

• ithe business day after e-mailing; or
• ii except for notices of termination or an indemnifiable claim, which will have effect from the day of sending by email; and
• iii All notices to you will be addressed to the relevant billing contact designated by you.

17.4. Waiver - If you fail to exercise or enforce any provisions or rights under these Terms, it will be deemed as a waiver of future enforcement of that or any other provision or right.

17.5. Force majeure - We shall not be responsible to you for any failure to perform, which is caused by occurrences beyond our reasonable control including, but not limited difficulties in delivery, strikes, lock-outs, labour disputes of any kind, fires, accidents, earthquakes, tornados and other natural events, riots, war (whether declared or undeclared), uprisings, delay of carriers, closures arising out of epidemic or pandemic, government seizures, embargos, laws or regulations of any political sub-division or agency (including government controlled export credit agency), or any government. During the persistence such events we shall be exempt from performing our obligations.

18.Feedback and Contact Information

       If you wish to provide us with any comments, bug reports, feedback, or modifications for the software or suggestions you may send it to help@iraherdum.com or by post as.

       We shall have the right to use such feedback at its discretion, including, but not limited to the incorporation of such suggested changes into our software. We shall have the right to modify or remove any feedback provided in the public areas of our Website or any social media platform if we consider it harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

19.LEGALLY BINDING

       By clicking “Accept” you acknowledge that you have read the End User License Agreement, understand it, and agree to be bound by its terms and conditions in letter and spirit.