Glancere Terms of Service

​4.2. Free Account

(a)  We provide customers with a free account (“Free Account”) under which you
can use the Glancere App with limited features. The Free Account is designed to
give you a taste of our service and help you decide if a paid account would be
beneficial for your needs.

(b)  The Free Account includes:

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(i)  110 Email Credits: You receive 110 email credits to use in Glancere App. These credits allow you to rename emails using Glancere App.

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​​(ii)  Monthly Reset: Your email credits reset to 110 on the 1st day of each calendar month. Any unused credits from the previous month do not carry over.

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(iii) Limited Renaming Capacity: You can rename up to 10 emails at a time using the Free Account.

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(iv)  Daily Usage Cap: There is a limit of 25 emails per day that you can rename using the Free Account.

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(v)  Advertisement: We reserve the right to display advertisements or promotional messages to Free Account users within the Glancere App interface.

(c)   We reserve the right to modify, suspend, or terminate your Free Account at any time, for any reason and without prior notice. Reasons for account termination may include, but are not limited to, violation of this Agreement, suspected abuse of the service or extended periods of inactivity.

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(d)   We may modify this Agreement, features, or limitations of the Free Account at any time. We will provide notice of any material changes through the Glancere App interface or via the email address associated with your account. Your continued use of the Free Account after such changes constitutes acceptance of the new terms.

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4.3. Paid Account

(a)  There are two types of paid accounts, i.e., Bundle Account and Subscription Account. 

(b)  You may upgrade your Free Account to a paid account at any time to access additional features and higher usage limits. Upon upgrading, you will immediately gain access to the features of your chosen paid tier and any remaining credits from your Free Account will be added when you move to a paid account.

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4.4. Bundle Account

(a)  We offer the option to prepay through the purchase of email credits (“Prepaid Email Credits”). Prepaid Email Credits represent the amount you have paid in advance for use of the Glancere App.

(b)  If you purchase the Prepaid Email Credits, your account will be converted from the Free Account to the Bundle Account. All the restrictions of the Free Account will be released.

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4.5. Subscription Account

(a)  We also offer you to subscribe to a monthly subscription account wherein every month your email credits will be increased to the bought value.

(b)  If you subscribe to our paid account, you agree to pay us the applicable fees and taxes in Australian Dollars, and without reduction for, any withholding taxes. Failure to pay these fees and taxes will result in the termination of your access to the paid account. You agree that:

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(i)  you will provide complete and accurate billing information, including a valid payment method;

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 (ii)  if you purchase the Subscription Account of Glancere App, we and/or our Third-Party Service Provider may store and continue billing your payment method (e.g. credit card) on each agreed-upon periodic renewal to avoid interruption of services; and 

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(iii)  we may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. 

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 (c)  If you purchase the Subscription Account, your subscription will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Glancere’s then-current price for such subscription. You agree that your subscription is subject to this automatic renewal feature unless you cancel your subscription in accordance with this Agreement

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 (d)  If you elect to purchase the Subscription Account, then by subscribing, you authorize Glancere to charge your payment provider now, and again at the beginning of any subsequent subscription period.

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 (e)  Upon renewal of your subscription, if Glancere does not receive payment from your payment provider: 

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         (i)  you shall pay all amounts due on your account upon demand; and/or 

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(ii)  you agree that Glancere may either terminate or suspend your subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

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 (f)   We reserve the right to change our subscription plans or adjust pricing in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise provided in this Agreement, any price changes or changes to your subscription plan will take effect following reasonable notice to you. 

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 (g)   All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable. Payment can be made by credit card, debit card or other means that we may make available. 

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 (h)  Subscriptions will not be processed until payment has been received in full, and any holds on your account by any other payment processor are solely your responsibility.

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4.6. Cancellation

(a)  You can cancel your Subscription Account at any time. Payments are non-
refundable, except where required by law. This Agreement does not override any
mandatory local laws regarding your cancellation rights.

(b)  Once you cancel your Subscription Account, your account will be converted to
the Bundle Account.

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(c)  We reserve the right to suspend or terminate your use of the Glancere App in
accordance with the Agreement, including suspending or terminating your Email
Credits balance, in compliance with applicable law.

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(d)  We may modify this Agreement at any time by posting a revised version on our
website or by emailing the email associated with your account. The modified
Terms will become effective upon posting or, if we notify you by email, as stated
in the email message. By receiving or using any Email Credit after the effective
date of any modification to this Agreement, you agree to be bound by the
modified terms.

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4.7. Changes

(a)  We may change our prices from time to time. If we increase our subscription
prices, we will give you at least 30 days’ notice and any price increase will take
effect on your next renewal so that you can cancel if you do not agree to the price
increase.

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4.8. Third-Party Service Provider

(a)  Glancere uses PayPal and its affiliates as the third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). 

(b)  By paying for any portion of the Glancere App, you shall provide your payment
details and any additional information required to complete your order directly to
our Third-Party Service Provider. You agree to be bound by PayPal’s Privacy
Policy (currently accessible at https://www.paypal.com/in/legalhub/privacy-full)
and its Terms of Service (currently accessible at https://www.paypal.com/in/legalhub/home) and hereby consent and authorize Glancere and PayPal to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent
required to complete your transactions.

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(c)  Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. 

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(d)  For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. 

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(e)  Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

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4.9. No Refunds

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THERE ARE NO REFUNDS FOR ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH GLANCERE APP AND WE ARE NOT OBLIGATED TO PROVIDE ANY EMAIL CREDITS FOR PARTIALLY USED SUBSCRIPTIONS.

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5. Data, Security and Privacy

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5.1. Processing of Customer Usage Data

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Glancere must process Customer Usage Data in certain ways to power the Glancere’s
product features and ensure adequate functionality of the Glancere App, including
sending the Email Data to LLMs to generate Output. In doing so, however, Glancere
will not share Customer Usage Data with other Glancere customers or third parties for
any purposes except those provided below. Accordingly:

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(a)  Regarding data processing by Third Party LLMs, Customer understands,
acknowledges, and consents to the following:

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​(i) Data Transmission and Retrieval: Glancere transmits the Email Data to its Third Party LLM in order to generate the Output and to rename emails saved in legal practice management software. All such transmitted Email Data and retrieved name from the Third Party LLM is encrypted in transit according to industry standard encryption protocols.

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​(ii)  Data Protection by LLMs: Glancere only transmits the Email Data as needed to the Third Party LLMs to deliver the Glancere App’s necessary functionality to the Customer, i.e, to understand, summarize and generate email names. In each case, Glancere has executed a data processing agreement with those Third Party LLMs to ensure they are responsible for processing Customer Usage Data in compliance with Privacy/Security Laws.

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(iii)  No Third Party LLM Model Training: Email Data transmitted by Glancere to Third Party LLMs is not used to train the AI models of those Third Party LLMs. Glancere has opted out of all available options to do so, as applicable, for each Third Party LLM.

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(b)  Regarding Glancere’s internal data processing activities, Customer understands, acknowledges, and consents to the following:

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​​ (i)  General Data Processing: Glancere only collects, processes, stores, or otherwise uses Customer Usage Data as necessary to perform the features and functions of the Glancere App that the Customer has purchased in an Order, or perform other activities specifically requested by its Users. 

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For example, Glancere collects and processes feedback voluntarily provided by Users to optimize product features for that User according to their feedback or address any performance issues associated with such feedback. However, any unique Customer Usage Data stored and processed for a Customer and its Users will not be visible or accessible to other Glancere customers.

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(ii)  Analytics Data: Glancere collects and analyzes non-identifying analytics data, such as Users’ quantitative usage metrics (e.g. monitoring clicks on a new feature) and other statistical information, relating to the Customer’s use and performance of various aspects of the Glancere App, and analyzes such data to improve and enhance the Glancere App, as well as to diagnose and correct issues associated with the Glancere App.

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 (iii)  Improving Product Features: Glancere may process stored Customer Usage Data to directly improve the quality of (and/or customize the experience of) the Customer’s available product features on the Glancere App. This may include training internal AI models for general product improvement or Customer-specific personalization. Glancere will, by default, collect and process Customer Data to customize each Customer’s experience according to how its Users interact with the Glancere App (including the input they provide, such as prompts or document sections, and the Outputs they receive in response). Customers can request to opt out of Glancere’s use of Customer Usage Data for particular Glancere product features. However, if the Customer opts out of any particular use of Customer Usage Data, Customer acknowledges that it will experience reduced feature availability, functionality or specificity as a result.

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5.2. Data Ownership

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(a)  As between the Parties, the Customer owns all Customer Usage Data.

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(b)  Glancere will treat Customer Usage Data as Confidential Information under Clause 8, and will not disclose Customer Usage Data to any other customers or third parties, other than:

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(i)  to its data subprocessors as necessary to provide the services stipulated in the Order; or

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(ii)  to its employees and authorized contractors on a need-to-know basis under obligations of confidentiality.

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(c)  Customer grants to Glancere a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer and display Customer Usage Data solely for the purpose of providing the services of the Glancere App to Customer on the terms of the Order.
 

(d)  Notwithstanding the foregoing, Glancere may use Customer Usage Data to compile, use, and disclose anonymous, aggregated statistics, provided that no such information will directly identify and cannot reasonably be used to identify Customer or its Users or end clients of the Customer (the “Derived Data”). Glancere will own all right, title, and interest in all of the Derived Data and all resulting Glancere products or services incorporating the Derived Data.

 

5.3. Feedback

(a)  You agree that any ideas, suggestions, documents, and/or proposals you submit to Glancere, whether through the Glancere App or by any other means (“Feedback”), are provided voluntarily and at your own risk. Glancere is not obligated to treat such Feedback as confidential, unless otherwise agreed in writing, and you acknowledge that Glancere may freely use such Feedback for its business purposes without any obligation to compensate or credit you.  

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(b)  You represent and warrant that you have all rights necessary to submit the Feedback. 

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(c)   You hereby grant to Glancere a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Glancere App and/or Glancere’s business.

 

5.4. Customer’s Personal Data

(a)  Glancere collects and uses categories of Personal Data from the Customer and its Users that are required to administer Customer’s Glancere account, including payment records and credit cards.  

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(b)  Customer acknowledges that Glancere’s management of Customer’s Personal Data is governed by its privacy policy available here, and Customer recognizes and agrees that nothing in this Agreement restricts Glancere’s right to alter its privacy policy as required by Glancere or by Privacy/Security Laws.

 

5.5. Glancere’s Data Security

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(a)  Glancere will implement and maintain industry-standard administrative, technical and physical safeguards to protect all Customer Usage Data (including Personal Data) processed, stored, collected or transmitted by Glancere. Glancere warrants compliance with applicable Privacy/Security Laws, including but not limited to GDPR, CCPA as well as other relevant jurisdictional standards. In the event of a data breach affecting Customer Usage Data, Glancere will promptly notify Customer in accordance with the applicable law and assist in mitigating the impact of such breach, subject to the limitations in Clause 11.

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(b)  Glancere exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Usage Data. Accordingly, Glancere will, on an ongoing basis, ensure that its data security program (and associated safeguards and privacy practices) are designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer Usage Data.
 

(c)  Regardless of its data security protocols, Glancere will have no responsibility or liability for:
 

​​(i)  the accuracy of Customer Data uploaded to the Glancere App by Customer and its Users;  or
         

​(ii)  Customer’s usage of, or reliance on, Outputs.

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(d)  Notwithstanding anything else in this Clause 5, Glancere may be compelled to disclose Customer Usage Data as required by applicable law or by proper legal or governmental authority. In such cases, Glancere will give Customer prompt notice of the legal or governmental demand/order for disclosure, and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure.
 

(e)  Glancere complies with all Privacy/Security Laws that are applicable both specifically to Glancere and generally to data processors in the jurisdictions in which Glancere does business.

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We take your data security seriously. If you have any questions, please contact us at support@glancere.com.

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6. Customer’s Responsibilities and Restrictions

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6.1. Acceptable Use

(a)  Customer will not:

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(i)  use the Glancere App for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Glancere App;

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 (ii)  provide Glancere App passwords or other log-in information to any third party, or allow access to the Glancere App by multiple individuals impersonating a single User;

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 (iii) share non-public Glancere App features or content with any third party;

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 (iv) attempt to circumvent or disable any security features or functionality associated with the Glancere App;

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(v)  access the Glancere App in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Glancere App, or to copy any ideas, features, functions or graphics of the Glancere App; or

(vi)  engage in web scraping or data scraping on or related to the Glancere App, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.

(b)  In the event that Glancere suspects any breach of the requirements of Clause 6.1(a), including without limitation by Users, Glancere may suspend Customer’s access to the Glancere App without advance notice, in addition to such other remedies as Glancere may have.

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6.2. Unauthorized Access

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Customer will take reasonable steps to prevent unauthorized access to the Glancere App, including without limitation by protecting its passwords and other log-in information. Customer will notify Glancere immediately of any known or suspected unauthorized use of the Glancere App or breach of its security and will use best efforts to stop said breach.

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6.3. Compliance with Laws

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In its use of the Glancere App, Customer will comply with all applicable laws, including without limitation Privacy/Security laws.

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6.4. Users and Glancere App Access

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           Customer is responsible and liable for: 

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(a)  Users’ use of the Glancere App, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and 

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(b)   any use of the Glancere App through Customer’s account, whether authorized or unauthorized.
 

6.5. Customer Rights and Consents

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Customer confirms that it has and will maintain throughout the Term all necessary rights, consents and authorizations to provide the Customer Usage Data to Glancere and to authorize Glancere to use, disclose or otherwise process that Customer Usage Data through the Glancere App as contemplated by this Agreement.

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6.6. Marketing and Promotion

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Unless indicated otherwise by Customer, Customer will allow Glancere to use the name and logo of Customer in its marketing and promotional activities, including being posted on Glancere’s web site, on social media, and in its marketing and advertising materials.

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7. IP and Feedback

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7.1. IP Rights to Glancere App

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(a)  Glancere retains all right, title, and interest in and to the Glancere App, including without limitation all intellectual property rights in:

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(i)  the software used to provide the Glancere App, and 

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(ii)  all graphics, user interfaces, logos, and trademarks reproduced through the Glancere App.

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(b)   This Agreement does not grant Customer any intellectual property license or rights in or to the Glancere App or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the Glancere App as specifically authorized by this Agreement. Customer recognizes that the Glancere App and its components are protected by copyright and other laws.

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7.2. Feedback

(a)  Glancere has not agreed to and does not agree to treat as confidential any suggestions or ideas for improving or otherwise modifying any of Glancere’s products or services that Customer or Users give Glancere (“Feedback”).

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(b)  Nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Glancere’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer; for greater certainty, Feedback will not be considered in any way to be Customer’s trade secret.

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8. Confidential Information

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8.1. Scope of Confidential Information

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(a)  For the purposes of this Clause 8, “Confidential Information” refers to the following items either Party (the “Discloser”) discloses to the other Party (the “Recipient”): 

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 (i)  any document the Discloser marks “confidential” or designates as “confidential” at the time of its disclosure; 

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          (ii)  the Documentation, whether or not marked or designated confidential; 

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 (iii)  any other non-public, sensitive information the Discloser should reasonably consider   a trade secret or otherwise confidential; and 

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 (iv) Customer Usage Data.
 

​​​(b)  Exclusions

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Notwithstanding the foregoing, Confidential Information does not include information that: 

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(i)  is in Recipient’s possession at the time of disclosure; 
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(ii)  is independently developed by the Recipient without use of or reference to Confidential Information; 

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 (iii)  becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; 

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 (iv) is approved by Discloser in writing for release by Recipient; or 
 

 (v) Feedback from the Customer.

 

8.2. Non-Disclosure

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(a)  Recipient will not use Confidential Information for any purpose other than as specified and agreed by the Discloser at the time of disclosure (the “Purpose”).

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(b) Recipient

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(i)  will not disclose Confidential Information of the Discloser to any of its employees or contractors, unless such person needs access in order to facilitate the Purpose and also understands the Confidential Information comes with obligations of confidentiality; and 
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(ii)  will not disclose Confidential Information to any other third party without Discloser’s prior written consent.

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(c)  Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention.

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8.3. Compelled Disclosure

(a)  Notwithstanding Clause 8.2, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; however, in such circumstances. 

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(b)  Recipient will give Discloser prompt notice of any such legal or governmental demand, and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.

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8.4. Termination & Return

(a)  With respect to each item of Confidential Information, the obligations of Clause 8.2 above (Non-Disclosure) will terminate 5 years after the expiration or termination of this Agreement; provided that such obligations related to Confidential Information constituting Discloser’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. 

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(b)  Upon termination of this Agreement, Recipient will destroy Discloser’s Confidential Information in its possession or control.

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8.5. Injunction

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Recipient agrees that:

(a)  no adequate remedy exists at law if it breaches any of its obligations in this Clause 8; 

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(b)  it would be difficult to determine the damages resulting from its breach of this Clause 8, and such breach would cause irreparable harm to Discloser; and 

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(c)  a grant of injunctive relief provides the best remedy for any such breach, without any requirement that Discloser prove actual damage or post a bond or other security. Recipient waives any opposition to such injunctive relief or any right to such proof, bond, or other security. This Clause 8.5 does not limit either Party’s right to injunctive relief for breaches not listed.

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8.6. Retention of Rights

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This Agreement does not transfer ownership of Confidential Information or grant a license to it. Discloser will retain all right, title, and interest in and to all Confidential Information.

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9. Representations and Warranties

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9.1. From Glancere

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(a)  Glancere represents and warrants that it is the owner of the Glancere App (and every component of it), or alternatively the recipient of a valid license to it, and that it has and will maintain the full power and authority to grant the rights to use the Glancere App set forth in this Agreement without the further consent of any third party.

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(b)  Glancere’s representations and warranties in the preceding subclause do not apply to the Customer’s use of the Glancere App in combination with hardware or software not provided by Glancere.
 

(c)  In case of breach of the warranty above in this Clause 9.1(a), Glancere, at its own expense, will promptly:
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         (i)  secure for Customer the right to continue using the Glancere App;

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         (ii)  replace or modify the Glancere App to make it non-infringing; or

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(iii)  if such remedies are not commercially practical in Glancere’s reasonable opinion, refund the Subscription Fees paid for the Glancere App for every month remaining in the then-current Term following the date after which Customer access to the Glancere App ceases as a result of such breach of warranty.

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 (d)  If Glancere exercises its rights pursuant to Clause 9.1(c) above, Customer will promptly cease all use of the Glancere App and all reproduction and use of the Documentation and erase all copies in its possession or control. This Clause 9.1, in conjunction with Customer’s right to terminate this Agreement where applicable, states Customer’s sole remedy and Glancere’s entire liability for breach of the warranty above in this Clause 9.1.

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9.2. From Customer

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Customer represents and warrants that:

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(a)  it has the full right and authority to enter into, execute, and perform its obligations
under this Agreement and that no pending or threatened claim or litigation known
to it would have a material adverse impact on its ability to perform as required by
this Agreement;

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(b) it has accurately identified itself and it has not provided any inaccurate
information about itself to or through the Glancere App; and

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(c)  it is a corporation, the sole proprietorship of an individual 18 years or older, or
another entity authorized to do business pursuant to applicable law.

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10. Indemnification

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10.1. Indemnification by Glancere

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(a)  Glancere will defend Customer from any third party claim alleging that Customer’s use of the Glancere App as contemplated in this Agreement infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer from and against any damages and costs awarded against them, or agreed in settlement by Glancere, resulting from such IP Claim.
 

(b)  Glancere will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by:

 

(i)  unauthorized use of the Glancere App by Customer or its Users; 

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(ii)  modification of the Glancere App by anyone other than Glancere or its representatives; 

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(iii)  or the combination, operation or use of the Glancere App with other data, hardware, or software not provided by Glancere.

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 (c)   If Customer’s use of the Glancere App results (or in Glancere’ opinion is likely to result) in an   IP Claim, Glancere may at its own option and expense: 
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         (i)  procure for Customer the right to continue using the Glancere App; 

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(ii)  replace or modify the infringing components of the Glancere App to make them non-infringing; or 

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(ii)  if options (i) or (ii) are not commercially reasonable as determined by Glancere, then either Customer or Glancere may terminate Customer’s Order and/or subscription to the Glancere App, and in that case Glancere will refund Customer, on a pro-rated basis, any Subscription Fees that the Customer has previously paid Glancere for the corresponding unused portion.

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(d)  This Clause 10.1 states Glancere’s entire liability, and Customer’s exclusive remedy, with respect to an IP Claim.

 

10.2. Indemnification by Customer

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​Customer will defend, indemnify, and hold harmless Glancere against any third party claim, suit, or proceeding against Glancere arising out of the Customer’s intentional misuse of the Glancere App, including without limitation:

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(a)  claims by Users or by Customer’s employees, as well as by Customer’s own customers;

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(b)  claims which, if true, would constitute a breach of Clause 6 of this Agreement (Customer Obligations); and

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(c)  claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Glancere App through Customer’s account, including without limitation by Customer Usage Data.

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10.3. Mutual Indemnity – Data Incidents

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(a)  Each Party (the “Offending Party”) will defend and indemnify the other Party against any third party claim, suit, or proceeding arising out of or relating to a Data Incident (defined below) caused by the act or omission of the Offending Party or any of its agents, subcontractors, or employees (a “Data Claim”). For clarity, Data Claims include government enforcement actions.
 

(b)  For the purposes of this Clause 10.3, a “Data Incident” is any:
 

(i)  unauthorized disclosure of, access to, or use of Customer Usage Data, or 

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(ii)  violation of Privacy/Security Law through Customer’s account. Data Incidents include, without limitation, such events caused by Customer, by Glancere, by Users or other Customer’s customers, by hackers, or by any other third party.

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10.4. General Indemnification Procedures

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(a)   In the event of a potential indemnity obligation under any provision of this Clause 10, the indemnified Party in each case will:
 

(i)  promptly notify the indemnifying Party in writing of the claim;
 

(ii)  allow the indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying Party’s sole cost and expense; and

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(iii)  upon request of the indemnifying Party, provide all necessary cooperation at the indemnifying Party’s expense.
 

(b)  Failure by the indemnified Party to notify the indemnifying Party of a claim will not relieve the indemnifying Party of its obligations, however, the indemnifying Party will not be liable for any litigation expenses that the indemnified Party incurred prior to the time when notice is given (or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying Party in accordance with this clause).
 

(c)  The indemnifying Party’s obligations set forth in this Clause 10 include, without limitation:
 

(i)  settlement at the indemnifying Party’s expense and/or payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and
 

(ii)  reimbursement of reasonable legal fees incurred by the indemnified Party before indemnifying Party’s assumption of the defense (but not legal fees incurred thereafter).

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(d)  Notwithstanding Clause 10.4(c), the indemnifying Party may not settle any claim that would bind the indemnified Party to any positive obligation (other than payment covered by the indemnifying Party) or require any admission of fault by the indemnified Party, without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.
 

(e)  Any indemnification obligation under this Clause 10 will not apply if the indemnified Party settles or makes any admission with respect to a claim without the indemnifying Party’s prior written consent.

 

11. Limitation of Liability

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11.1. Dollar Cap

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EXCEPT FOR CLAUSE 5 (DATA SECURITY), CLAUSE 8 (CONFIDENTIAL INFORMATION) AND CLAUSE 10 (INDEMNIFICATION), GLANCERE’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

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11.2. Excluded Damages

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EXCEPT WITH REGARD TO BREACHES OF CLAUSE 8 (CONFIDENTIAL INFORMATION), IN NO EVENT WILL GLANCERE BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

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11.3. Clarifications & Disclaimers

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(a)  THE LIABILITIES LIMITED BY THIS CLAUSE 11 APPLY TO THE BENEFIT OF GLANCERE’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: 

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(i)  TO LIABILITY FOR NEGLIGENCE; 
 

(ii)  REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; 

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(iii)  EVEN IF GLANCERE IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND 

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(iv)  EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
 

(b)  Customer acknowledges and agrees that Glancere has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Clause 11, and that such terms form an essential basis of the bargain between the parties.
 

(c)   If applicable law limits the application of the provisions of this Clause 11, Glancere’s liability will be limited to the maximum extent permissible.

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(d)  For the avoidance of doubt, Glancere’s liability limits and other rights set forth in this Clause 11 apply likewise to Glancere’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

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12. Disclaimers of Warranties and Conditions

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12.1. As Is

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(a)  Except to the extent set forth in Glancere’s warranty in Clause 9.1, CUSTOMER ACCEPTS THE GLANCERE APP “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
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(b)  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
 

(i)  GLANCERE DOES NOT REPRESENT OR WARRANT THAT THE GLANCERE APP WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR;
 

(ii)  WHILE MAINTAINING REASONABLE DATA SECURITY MEASURES AS PER CLAUSE 5.2, GLANCERE CANNOT GUARANTEE THAT THE GLANCERE APP IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER USAGE DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION;
 

(iii)  GLANCERE DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE GLANCERE APP WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER (ESPECIALLY IF CUSTOMER ATTEMPTS TO GENERATE OUTPUT IN LANGUAGES OTHER THAN ENGLISH, OR THAT IS NOT TEXT IN CONTENT); AND
 

(iv)  GLANCERE HAS NO CONTROL OVER THE OPERATION OF THE THIRD PARTY LLMS IT ACCESSES AS PART OF ITS PROCESSING ACTIVITIES, THE OUTPUTS THEY GENERATE, OR THE CONTINUED AVAILABILITY OF ANY THIRD PARTY LLMS.
 

(c)  THE OUTPUT IS INTENDED TO PROVIDE A PRACTICAL AND USEFUL NAME OR TITLE OF AN EMAIL BASED ON THE CONTENT CONTAINED IN THE EMAIL. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO LEGAL SERVICES OR DOCUMENTS, SUCH CONTENT IS NOT FORMAL LEGAL ADVICE. GLANCERE EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER OR USER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH CUSTOMER’S USE OF THE GLANCERE APP. GLANCERE’S PROVISION OF THE GLANCERE APP, INCLUDING ALL RELATED OUTPUT, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE FORMAL LEGAL ADVICE.
 

(d)  CUSTOMER UNDERSTANDS THAT IT, AND ITS USERS, ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER’S USE OF THE GLANCERE APP, WHICH USES AI TO GENERATE EMAIL NAMES BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY AI (INCLUDING THIRD PARTY LLMS) IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY ENSURING A REVIEW OF SUCH OUTPUT.

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(e)  FROM TIME TO TIME, GLANCERE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT, INCLUDING BETA PRODUCTS. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT GLANCERE’S SOLE DISCRETION. THE PROVISIONS OF THIS CLAUSE APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

 

12.2. No Liability for Conduct of Third Parties

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YOU ACKNOWLEDGE AND AGREE THAT GLANCERE IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD GLANCERE LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

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12.3. Accuracy

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(a)  Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve the Glancere App to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of the Glancere App may, in some situations, result in Output that does not accurately reflect real people, places or facts.

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(b)  When you use the Glancere App you understand and agree:
 

(i)  Output may not always be accurate. You should not rely on Output from the Glancere App as a sole source of truth or factual information or as a substitute for professional advice.
 

(ii)  You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from Glancere App.
 

(iii)  You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. 

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12.4. No Obligation to Pre-Screen Content

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(a)  You acknowledge that Glancere has no obligation to pre-screen any content (including Email Data and generated name), although Glancere reserves the right in its sole discretion to pre-screen, refuse or remove any content.
 

(b)  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Email Data on or through Glancere App.

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13. Term and Termination

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13.1. Term

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This Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Glancere App, unless terminated earlier in accordance with this Agreement.

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13.2. Prior Use

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Notwithstanding the foregoing, you hereby acknowledge and agree that this
Agreement commenced on the earlier to occur of:

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(a)  the date you first used Glancere App; or

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(b)  the date you accepted this Agreement, and will remain in full force and effect while you use the Glancere App, unless earlier terminated in accordance with this Agreement.

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13.3. Termination of Services by Glancere.

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(a)  Glancere has the right to, immediately and without notice, suspend or terminate any services provided to you. You agree that all terminations shall be made in Glancere’s sole discretion and that Glancere shall not be liable to you or any third party for any termination of your account.
 

(b)  We reserve the right to suspend or terminate your access to Glancere App or delete your account if we determine:

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(c)  You breached this Agreement or our usage policies.
 

(d)  We must do so to comply with the law.
 

(e)  Your use of Glancere App could cause risk or harm to Glancere, our users, or anyone else.
 

(f)  We also may terminate your account if it has been inactive for over a year and you do not have a paid account. If we do, we will provide you with advance notice.

 

13.4. Termination of Services by You

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(a)  If you want to terminate the services provided by Glancere, you may do so by closing your account. 
 

(b)  Any remaining unused Email Credits will expire immediately upon termination unless otherwise agreed by both parties. Glancere reserves the right to charge any outstanding fees accrued before the termination date.

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13.5. Effect of Termination

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(a)  Termination may include removal of access to Glancere App and barring of further use of the Glancere App. 

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(b)  Termination may also include deletion of your password and all related information, files and content associated with or inside your account (or any part thereof). 

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(c)  Upon termination, your right to use Glancere App will automatically terminate immediately. 
 

(d)  You understand that any termination may involve deletion of all the data associated therewith from our live databases. Glancere will not have any liability whatsoever to you for any suspension or termination, including for deletion of the data associated with your account. 

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13.6. No Subsequent Registration

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If this Agreement is terminated for cause by Glancere or if your account or ability to
access Glancere App, is discontinued by Glancere due to your violation of any portion
of this Agreement or for conduct otherwise deemed inappropriate, then you agree that
you shall not attempt to re-register with or access Glancere App through use of a
different email account or otherwise.

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13.7. Suspension

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(a)  Glancere may suspend Customer’s access to any portion or all of Glancere App
if:

(i)  Glancere reasonably believes or determines that

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(1)  there is a risk to or attack on any of Glancere App;

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(2)  Customer or any User is using Glancere App in violation of this Agreement; or 

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(3)  Glancere’s provision of Glancere App to Customer is prohibited by applicable law or would result in a material increase in the cost of providing Glancere App; or 

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(ii)  any vendor of Glancere has suspended or terminated Glancere’s use of any third-party services or products required to enable Customer to access Glancere App,

(each, a “Service Suspension”).

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(b)  Glancere will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to Glancere App, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Glancere will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.

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13.8. Effect of Termination

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Upon termination, Customer may no longer access Glancere App. The following provisions will survive termination or expiration of this Agreement: 

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(a)  any obligation of Customer to pay Subscription Fees incurred before termination; 

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(b)  Clauses 7 (IP & Feedback), 8 (Confidential Information), 9 (Representations and Warranties), 10 (Indemnification), 11 (Limitation of Liability) and 12 (Disclaimers of Warranties and Conditions); and 
 

(c)  any other provision of this Agreement that must survive to fulfill its essential purpose.

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14. Miscellaneous

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14.1. Independent Contractors

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The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make legally bind the other.

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14.2. Notices

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Glancere may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer in the Order, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to info@glancere.com, and such notices will be deemed received 24 hours after they are sent.

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14.3. Force Majeure

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No delay, failure, or default (other than a failure to pay fees when due), will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labour disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

 

14.4. Assignment and Successors

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Customer may not assign this Agreement or any of its rights or obligations hereunder without Glancere’s express written consent, unless in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this clause will be null and void. Except to the extent forbidden in this Clause 14.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

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14.5. Severability

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To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

 

14.6. No Waiver

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Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

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14.7. Choice of Law and Jurisdiction

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This Agreement and all claims arising out of or related to this Agreement will be governed by the laws of India applicable therein, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. The parties consent to the personal and exclusive jurisdiction of the courts of Faridabad, Haryana. This Clause 14.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

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14.8. Conflicts

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In the event of any conflict between this Agreement and any other Glancere policy posted online, the terms of this Agreement will govern.

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14.9. Dispute Resolution

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Any disputes arising from or related to this Agreement shall be resolved through good faith negotiation between the parties. If the parties are unable to resolve the dispute within 30 days, they agree to submit the matter to mediation before a qualified mediator in the jurisdiction where Glancere is located. If mediation fails, the parties may pursue any legal remedies available in a court of competent jurisdiction.

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14.10. Entire Agreement

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This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

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14.11. Supplementary Terms

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The parties may supplement the terms of this Agreement at any time by signing a written addendum, which will be deemed incorporated into this Agreement by this reference upon execution of such an addendum. The terms of any addendum will control any conflicting terms in this Agreement or an Order. Unless expressly stated otherwise in an applicable addendum, all addenda executed between the Parties will terminate upon the expiration or termination of this Agreement.

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14.12. Amendments

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(a)  Terms of Service 

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(i)  Glancere may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Glancere written notice of rejection of the amendment. 

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(ii)  In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Renewal Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Clause 13, Term & Termination). 

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(iii)  Customer’s continued use of the Glancere App following the effective date of an amendment will confirm Customer’s consent to it. 

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(iv)  This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
 

(b)  Privacy Policy

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Glancere may revise its privacy policy at any time by posting a new version of either at its website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Customer’s rights or protections, notice and consent will be subject to the requirements above in this Clause 14.12.

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