Terms of Service


Who are the Parties to this contract?

You, the Subscriber/ User/ Registered Holder, are one party to this contract. (Subscriber/ User is the person or entity who has contracted with Needl as user).

Needl.ai LLP (registered with the Registrar of Companies, India) is the other party to this contract. In these Terms of Service Needl is also referred to as “we” and sometimes “us”.

Is this the only contract I have with Needl?

If you install any Needl Software on your computing device(s), you may be asked to agree to an end user license agreement. If you pay for the Needl subscription, you will be asked to agree to the Commercial Terms (usually by clicking “accept” or “agree”). We refer to each of these as a “Separate Agreement.” If that happens, the Separate Agreement shall take precedence if there is a conflict between those terms and this Terms of Service document, to the extent of such conflict and with respect to the particular subject matter of that Separate Agreement.

What do I have to do to use the Needl Service?

To avail the services of Needl, you need to create the Needl account. You need to provide us with your name, email address, and provide a password to create Needl account. Needl refers to this as your “Basic Subscriber Information”.

We encourage you to use a distinct and non-obvious password that is different from passwords you use for any other service. You are responsible for maintaining the accuracy, completeness and confidentiality of your Basic Subscriber Information, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided your Basic Subscriber Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Basic Subscriber Information secure. If you discover any unauthorized use of your Basic Subscriber Information or suspect that anyone may be able to access your private Content without authorization, you should immediately change your password and notify our Customer Support team.

You are required to access your account through a web browser.

Can I share my account with someone else?

Needl services are meant only for registered user. You are discouraged from sharing your Basic Subscriber Information with anyone. If you share your Basic Subscriber Information with someone else, we may not be able to determine who is the proper Account Holder. Under such circumstances, we will not have any liability to you (or anyone you share your Basic Subscriber Information with) as a result of your or their actions under those circumstances.

Once I have an account, what are my rights for Needl Service?

Once your account is created and you accept these Terms, we grant you a limited, non-exclusive license to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms. In addition, we grant you a personal, royalty-free, non-assignable and non-exclusive license to use the Needl Software provided to you by Needl, for the sole purpose of enabling you to use the Needl Software and enjoy the benefit of the Service, subject to any applicable license terms provided with the Needl Software and these Terms, until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in Needl software or the Service.

Your Data is yours

You retain copyright and any other rights you already held in Your Data/ Your Content before you submitted, stored, posted or displayed it on or through the Needl Service. But you do have to grant Needl a limited license, as described below, so we can make your data accessible and usable on the Needl Service. Other than this limited license and other rights you grant in these Terms, Needl acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Content.

What Is the License I Have to Grant to Needl?

In order to enable Needle to provide Service, we must obtain from you certain limited license rights to process Your Data/ Your Content that is covered by intellectual property rights so that technical actions we take in providing the Service are not considered legal violations. For example, copyright laws could prevent us from processing, maintaining, storing, backing-up and distributing certain Data/Content, unless you give us these rights. Accordingly, by using the Service of Needl and uploading Data/ Content, you are granting Needl a license to store, take back up, display, perform, process, translate, format, apply machine learning and artificial intelligence tools, distribute Your Data/ Your Content and to modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) and reproduce Your Data/ Your Content, and to carry out such activities to enable Needl to operate and provide its Services to you. You also agree that Needl has the right to elect not to accept post, share, store, display, publish or transmit any of Your Data/ Your Content in our sole discretion.

You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Data/ Your Content is stored with us), and include a right for Needl to make such Data/ Content available to, and pass these rights along to, others with whom Needl has contractual relationships related to the provision of the Service, only for the purpose of providing such services, and to otherwise permit access to or disclose Your Data/ Your Content to third parties if Needl determines such access is necessary to comply with its legal obligations.

If you decide to use any third-party service or application that is integrated with Needl, you also agree that the license granted to Needl in the preceding paragraph shall apply to Your Data/ Your Content that is submitted or uploaded through such third-party service or application. If the third-party service or application you decide to use would require access or extract Your Data/ Your Content, you grant Needl the right and license to enable third party access to and extraction of Your Data/ Your Content. Needl does not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.

As we rely upon your rights to upload and share, transmit Your Data/ Your Content, you represent and warrant to Needl that (1) you have the unfettered legal rights and authority to submit Your Data/ Your Content to Needl, to make any other use, publication or other distribution of that Content in your use of the Service, and to grant the rights granted to Needl under these Terms; and (2) Your Data/ Your Content complies with our User Guidelines and these Terms.

You understand and agree that Needl, in performing the required technical processes to provide the Services to users, may make such changes to Your Data/ Your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.

What other assurances do I have to grant to Needl?

When you use the Needl services to share messages or data to an email address or to other platform(s), or through a social media account (e.g., Twitter, etc.), Needl sends such messages or data on your behalf, and we are relying on your representation to us that you have a direct relationship with the recipient(s) and that you are respecting the legal rights of the recipient(s) not to receive certain kinds of messages (such as harassing messages, unsolicited commercial messages). Whenever you send any kind of message to a third party you represent and warrant to Needl that you are acting within the law and that you have prior consent from the recipient to send them such a message

Rules about permissible activities while making use of Needl services?

Your use of the Service must be in accordance with these Terms. When it comes to your use of the Service, you agree that you are responsible for your own conduct and all conduct under your account. This means all of Your Data/ Your Content created, transmitted, stored, shared or displayed in your account, is your sole responsibility as the person who created the Content or introduced it into the Service. This applies whether the Content is kept private, shared or transmitted using the Service or any third-party application or services integrated with the Needl service. Our User Guidelines provide details regarding prohibited conduct on the Service. If we find that any shared Content in your account violates our Terms of Service (including by violating another person’s intellectual property or privacy rights), we reserve the right to un-share or take down such content.

What are the rights of Needl, in relation to Services provided by Needl to its users? Content rights

While you own the Data/ Content you store within the Needl service (subject to third party rights), you acknowledge and agree that Needl (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software that is part of the Service and all Needl software deployed by you or a third party to enable capturing of Content originating outside the Service for compatible computing devices that enable access and use of the Service through such device (the “Needl Software”).

Intellectual Property Rights

In agreeing to these Terms, you also agree that the rights in the Service and Needl Software, Service including all intellectual property rights, such as trademarks, patents, designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any Needl Software, unless you are expressly permitted to do so under an open source license, we give you express written permission or you are otherwise legally permitted to do so notwithstanding this prohibition.

Right to modify the Services

Needl retains the right, in our sole discretion, to introduce changes to the Services, including changes that may affect the previous mode of operation of the Service or Needl Software. We expect that any such modifications will enhance the overall Service, but it is possible that Users may not agree with us.

We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions, the ability to send or receive messages, feeds, connect third party application, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, Your Data/ Your Content and other data, and impose other limitations in relation to the Services at any time, with or without notice.

Users also acknowledge that a actions of Needl may impair or prevent you from accessing your Data/Content or using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that Needl has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Data/Content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services. However, if you are a subscriber for Needl paid services, you may notify our Customer Support team, explain the adverse impact the modification has created and, if you desire, request a termination of your Paid Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification, extend the duration of your Paid Service subscription for a period of time equal to the interruption and/or refund a portion of your Paid Service subscription fee equal to the remaining unused term of the Paid Service subscription, as we determine appropriate or as may be required by applicable law.

Right to engage third parties

Needl has contractual arrangements with third parties (“Service Providers”) to provide technical or other services, and you hereby agree that such involvement by these Service Providers is acceptable. In addition, Needl may have contract with payment processors to enable payments in the local currency and payment systems. Please see our Privacy Policy to understand the extent to which any third party may have access to your account information or Content to understand our relationship with any payment processor.

Right to use third-party software

Needl may from time to time include as part of the Services and Needl Software, computer software supplied by third parties which is utilized with the permission of the respective licensors and/or copyright holders on the terms provided by such parties. Needl disclaims any warranty or other assurance to you regarding such third party software(s).

Response to Copyright or other Intellectual Property Rights violations

We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms (which we believe to comply with Copyrights Act and other applicable laws in India). If you believe that your intellectual property rights have been violated, please notify our Compliance team according to the instructions provided by our IP Rights Compliance Programme and we will investigate. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Needl does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.

Storage of Your Data/ Your Content

At this moment Needl is providing its Service only to persons resident in India. Your data is stored with the Amazon Web Services (AWS), United States of America, as described in our Privacy Policy. If you use the Services of Needl, you understand and acknowledge that you may be sending electronic communications (including your Basic Subscriber Information and Content), through computer networks owned by Needl, its Service Providers, and other third parties located in United States of America. As a result, your use of the Service will likely result in international data transmissions, and your use of the Service shall constitute your consent to permit such transmissions.

How can I close my Account with Needl?

You may deactivate your Needl account at any time, for any reason. To deactivate your account you need to send an email to support@needl.ai with a request for deactivation. If you have subscribed to a Paid Service, you will need to cancel your subscription pursuant to our Commercial Terms

Needl may act to temporarily limit your use of the Services, suspend access to your account, or close your account, with or without notice according to these Terms. Reasons for Needl suspending or closing your account may include, without limitation: (i) breach or violation of these Terms (including the User Guidelines) or any Separate Agreement (if any), (ii) an extended period of inactivity (determined in Needl’s sole discretion), (iii) your non-payment of any fees or other sums due to Needl to your use of the Service, (iv) the discontinuance or material modification of the Services (or any part thereof) or (v) unexpected technical or security issues.

In most cases, in the event we elect to close your account, we will provide at least 30 days advance notice to you at the email address you have provided to us, so you have a chance to retrieve Your Data/ Your Content stored on the servers (unless we determine that we are legally prohibited from providing such notice or enabling you to do so). After the expiration of this notice period, you will no longer be able to retrieve Your Data/ Your Content contained in that account or otherwise use the Service through that account.

Third-party links, content and programming

Our Service may include third party resources, materials and developers and/or links to third party websites, content and applications as part of, or in connection with, the Services. We may have little or no control over such sites or developers and, accordingly, you acknowledge and agree that (i) we are not responsible for the availability of such external sites, content or applications; (ii) we are not responsible or liable for any content or other materials or performance available from such sites or applications and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, materials or applications.

Indemnity

Our Service may include third party resources, materials and developers and/or links to third party websites, content and applications as part of, or in connection with, the Services. We may have little or no control over such sites or developers and, accordingly, you acknowledge and agree that (i) we are not responsible for the availability of such external sites, content or applications; (ii) we are not responsible or liable for any content or other materials or performance available from such sites or applications and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, materials or applications.

Limitation of liability and disclaimer of warranties

To the maximum extent permitted by law, the Service is Available “As Is.” You expressly understand and agree that:

a. Your use of the services is all at your sole risk.

b. The services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Needl expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

c. Needl does not warrant that (i) the service will meet all of your requirements; (ii) the service will be uninterrupted, timely, secure or error-free; or (iii) all errors in the software or service will be corrected.

d. Any material stored, downloaded, accessed or otherwise obtained through the use of the service is done at your own discretion and risk and you are solely responsible for any damage to your computer or other device or loss of data resulting from the download or use of any such material.

e. No advice or information, whether oral or written, obtained by you from Needl or through or from the service shall create any warranty not expressly stated in these terms of service. You expressly understand and agree that Needl, its affiliates, service providers, and licensors, and our and their respective officers, employees, agents and successors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, cover or other intangible losses (even if Needl has been advised of the possibility of such damages) resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute services; (iii) unauthorized access to or the loss, corruption or alteration of your transmissions, your content or your data; (iv) Needl’s actions or omissions in reliance upon your basic subscriber information and any changes thereto or notices received there-from; (v) your failure to protect the confidentiality of any passwords or access rights to your account; (vi) the acts or omissions of any third party using or integrating with the service; (vii) your purchase or use of other third-party product or service; (viii) the termination of your account in accordance with the terms of these terms of service; or (ix) any other matter relating to the service.

Exclusions and limitations

Nothing in these terms of service (including the limitation of liability provisions) is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

Service of Notice

a. Service of notice by Needl to Subscriber/ User:

It is very important for you to make sure your Basic Subscriber Information is accurate, complete and up to date. Needl may provide you with notices by email (to the email address associated with your account), regular mail or postings on the website(s) related to the affected Service.

b. Service of notice Subscriber/ User to Needl:

Except where these Terms or any Separate Agreement specifically provide for use of a different means or address for notice, any notice to Needl must be delivered by email to compliance@needl.ai. This email address may be updated as part of any update to these Terms of Service. If you are unable to deliver notice via email, you may send a notice to us at the following address:

Needl.ai LLP
North Court, 2nd Floor,
Lane No. 12, Kalyani Nagar,
Pune - 411016

In which region Services of Needl are provided?

At this moment, services provided by Needle are only available to persons resident in India. If you are a person not resident in India, you are not authorized to use services of Needl and you are required to provide correct information while creating an account with Needl.

We will inform you when the services of Needl are made available to User/ Subscribers other than persons resident in India.

Laws governing operations of Needl

Needl is registered as a Limited Liability Partnership with the Registrar of Companies, India. At this moment services made available by Needl to its users/ subscribers is limited persons resident in India. Operations of Needl are regulated and governed by Laws as are applicable in India.

Process to follow, if you have a claim against Needl

a. Write to us to communicate your grievance

Needl will try to understand your problem, so we encourage you to contact our Customer Support Team at support@needl.ai if you have any concerns with respect to the Servicse of Needl or Needl Software.

b. Process to initiate formal claim

If you conclude that Needl has not satisfied your concern and that you must pursue legal action, you agree that your claim must be resolved by the processes set forth in these Terms. Needl provides the Services to you on the condition that you accept the dispute resolution provisions described below, when the same is available so if you initiate any claim against Needl in any other manner, you shall be in violation of these Terms and you agree that Needl shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse Needl for its reasonable costs incurred in defending against such improperly initiated claim.

You agree that prior to initiating any formal proceedings against Needl, you will send us a notice at compliance@needl.ai and specifically mention that you are providing a “Notice of Dispute.” Upon receipt of a Notice of Dispute, you and we shall attempt to resolve the dispute through informal negotiation within thirty (30) days from the date the Notice of Dispute is received by Needl. If the dispute remains unresolved, either you or we may initiate formal proceedings according to these Terms.

Except where our dispute is being resolved pursuant to an arbitration (as provided below), you agree that any claim or dispute you may have against Needl must be resolved exclusively under the Laws of India. You agree to submit to the exclusive jurisdiction of the courts at Mumbai for the purpose of litigating all such claims or disputes.

Alternate dispute resolution mechanism

If the total value of your claim is less than INR 5,00,000/- the party initiating the claim may decide to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternate dispute resolution mechanism” shall be initiated by either party sending notice to the other, in which event you and Needl agree upon the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.