Terms of Service

These Customer Terms and Conditions and all Orders issued hereunder (collectively, this “Agreement”), effective as of the date on which you click a button or check a box (or something similar) acknowledging your acceptance of this Agreement or you execute an Order with Discovery Outcomes that incorporates this Agreement by reference (the “Effective Date”), is by and between Aucupia Online Services Private Limited, an Indian company, doing business as “Discovery Outcomes,” with its registered office at B 6 & 7, Ground Floor, RK Tower, Sector 4, Vaishali, Ghaziabad, India, Pin Code – 201010 (“Discovery Outcomes”) and the entity on whose behalf the individual accepting this Agreement accepts this Agreement (“Customer”).

This Agreement incorporates the terms and conditions of Discovery Outcomes' Privacy Policy, as may be updated and amended from time to time, and ensures compliance with the Digital Personal Data Protection Act, 2023 (“DPDP Act, 2023”) and the rules framed thereunder.

Both Parties acknowledge and agree that any collection, processing, storage, or sharing of personal data under this Agreement shall be undertaken in accordance with the principles of data protection, purpose limitation, and consent as mandated under the DPDP Act, 2023. Discovery Outcomes shall act as the “Data Fiduciary” for all personal data collected from Customers and shall process such data lawfully and securely.

The individual accepting this Agreement represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement. Discovery Outcomes and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

2.1 Orders; Provision of Access

Upon mutual execution, each Order shall be incorporated into and form part of the Agreement. Subject to and conditioned on Customer's compliance with the terms of this Agreement, Customer may, solely through its Authorized Users, access and use the Services during the Subscription Term on a non-exclusive, non-transferable and non-sublicensable basis. Such access and use shall at all times comply with the principles of lawful purpose, consent, and data minimization as mandated under Sections 4–7 of the DPDP Act, 2023.

2.2 Documentation License

Discovery Outcomes grants Customer a non-exclusive, non-transferable, and non-sublicensable license to use the Documentation during the Subscription Term solely for Customer's internal business purposes.

2.3 Service Updates

From time to time, Discovery Outcomes may provide Updates, which shall form part of the Services and be subject to this Agreement. Where Updates result in material changes to data processing purposes, Discovery Outcomes shall provide reasonable prior notice.

2.4 Use Restrictions

Neither Customer nor any Authorized User shall use the Services for any purpose beyond the scope of access expressly granted in this Agreement. Use of the Services in any manner that violates Applicable Laws, including the DPDP Act, 2023, shall constitute a material breach of this Agreement.

Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach by Customer.

Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Discovery Outcomes promptly of any such unauthorized access or use; and (ii) use the Services only in accordance with this Agreement and Applicable Laws.

Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, server, software, operating system, networking, web servers, and other equipment.

Customer shall pay Discovery Outcomes the Fees in accordance with the payment terms set forth in the applicable Order. All Fees are non-refundable except as expressly set forth in this Agreement.

Discovery Outcomes may update the Fees for any subsequent Subscription Terms by providing Customer with at least thirty (30) days' prior notice. Unless otherwise specified, all Fees are in United States Dollars or Indian Rupees as specified in the Order.

If Customer fails to make any payment when due, Discovery Outcomes may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

Discovery Outcomes or its licensors owns all rights, title and interest, including all intellectual property rights, in and to the Discovery Outcomes IP and Service Data. Customer owns all rights, title and interest, including all intellectual property rights, in and to the Customer Data.

Customer grants Discovery Outcomes a worldwide, non-exclusive, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.

Discovery Outcomes may use aggregated, anonymized data derived from the Services for its business purposes, including to improve and enhance the Services, provided that such use does not identify Customer or any individual.

Each Party shall: (i) protect and safeguard the confidentiality of the other Party's Confidential Information with at least the same degree of care as it would use to protect its own Confidential Information, but in no event with less than a reasonable degree of care; (ii) not use the other Party's Confidential Information for any purpose other than exercising its rights or performing its obligations under this Agreement; and (iii) not disclose the other Party's Confidential Information to any third party except to Representatives who have a need to know and are bound by confidentiality obligations.

The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

Discovery Outcomes warrants that the Services will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is for Discovery Outcomes to use commercially reasonable efforts to correct the non-conformity or, if Discovery Outcomes is unable to do so, Customer may terminate the applicable Order and receive a pro-rata refund of prepaid Fees.

Except as expressly provided herein, the services are provided “as is” and Discovery Outcomes disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Customer shall indemnify, defend and hold harmless Discovery Outcomes from and against any Losses arising out of or related to any Third Party Claim alleging that Customer Data or Customer's use of the Services in breach of this Agreement infringes or misappropriates such third party's intellectual property rights or violates Applicable Laws.

Discovery Outcomes shall indemnify, defend and hold harmless Customer from and against any Losses arising out of any Third Party Claim alleging that the Services infringe or misappropriate such third party's intellectual property rights.

In no event shall either party be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, data or use, whether in an action in contract, tort or otherwise, even if advised of the possibility of such damages.

Discovery Outcomes' total liability arising out of or related to this Agreement shall not exceed the amounts paid by Customer to Discovery Outcomes hereunder in the twelve (12) months immediately preceding the event giving rise to liability.

This Agreement commences on the Effective Date and continues until all Subscription Terms have expired or been terminated. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

Upon termination, Customer's right to access and use the Services shall immediately cease. Discovery Outcomes shall make Customer Data available for download for a period of thirty (30) days following termination, after which Discovery Outcomes may delete such data.

Discovery Outcomes shall process Personal Data in accordance with the DPDP Act, 2023 and other Applicable Laws. Discovery Outcomes acts as a Data Fiduciary for personal data collected directly from Customers and Users.

Customer warrants that it has obtained all necessary consents from Data Principals for the processing of Personal Data through the Services. Customer shall ensure that any Personal Data provided to Discovery Outcomes has been collected lawfully and with valid consent.

Discovery Outcomes shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including measures to protect against unauthorized or unlawful processing and accidental loss, destruction or damage to Personal Data.

The Services may include or provide access to Third Party Products. Discovery Outcomes does not control and has no liability for Third Party Products, including their security, functionality, operation, availability or interoperability.

Customer's use of Third Party Products is subject to separate agreements between Customer and the applicable Third Party Provider. Discovery Outcomes is not responsible for Customer's use of Third Party Products.