Narrator™: Term & Conditions

By agreeing to continue/logging in/accessing Narrator, the customer agrees to all the terms and conditions (referred to as T & Cs) of Narrator mentioned here. If the customer does not agree, the customer may not use or access Narrator.

These terms and conditions are published on Narrator’s website at www.narrator.cloud (and this may be changed by G-Square Solutions Pvt Ltd, India a company registered in India (referred to as G-Square) from time to time. In the event customer is redirected to Narrator’s website, the customer agrees that customers use is subject to all terms and conditions or privacy policies posted thereon. Narrator T & Cs are between G-Square and the customer (individual or entity) that has purchased for a fee or obtains it on a free trial a subscription to Narrator. If you are an individual using Narrator on behalf of a company partnership or other entity, then that entity will be the Customer, and you represent and warrant that you are authorized to enter into these terms & conditions on behalf of such entity and bind such entity to the terms and conditions.

Narrator is a Trademarked product of G-Square, the name Narrator, all Narrator logos and product and service names are trademarks of Narrator.

You expressly understand and agree that your use of the service is at your sole risk, the service is provided on an “as is” and “as available” basis and G-Square and its affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. G-Square and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that the service will meet your requirements, the service will be uninterrupted, timely, secure or error-free, the results that may be obtained from the use of the service will be accurate or reliable, the quality of any products, services, information or other material obtained by you through the service will meet your expectations and any errors in the service will be corrected; any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download or use of any such material and no advice or information, whether oral or written, obtained by you from Narrator or through or from the service shall create any warranty not expressly stated in the terms and conditions.

The terms and conditions are as follows:

Provision of Services: Narrator is a hosted service permitting Customer to access G-Square’s prescriptive analytics product Narrator (“Narrator”). Narrator is provided on a subscription basis for a set term Customer acknowledges that the cloud computing resources upon which Narrator is hosted are sourced by G-Square from a third party cloud service provider, inclusive of hardware, software and platforms (a “Cloud Provider”).Narrator does not claim ownership of content you submit or that you make available for inclusion on the Service. However, with respect to content you submit or make available for inclusion on publicly accessible areas of the Service, you grant to Narrator and all users of the Service a worldwide, royalty-free and non-exclusive, perpetual, irrevocable and fully sub licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such content in whole or in part and to incorporate such Content into other works in any format or medium now known or later developed.
Security: As part of your use of the Service, you may receive a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree that you will immediately notify G-Square of any unauthorized use of your password or account or any other breach of security & ensure that you exit from your account at the end of each session. G-Square cannot and will not be liable for any loss or damage arising from your failure to properly safeguard your account or password. You have sole responsibility for adequate protection and backup of content of any type that you upload to, download from or otherwise create or use with, the Service, and/or equipment you use in connection with the Service.
License Grant and Restrictions on Use: Subject to the terms and conditions of the Agreement, G-Square hereby grants to Customer a non-exclusive, non-transferable, worldwide right during the applicable Subscription Term to access and use Narrator solely for Customer’s internal purposes. Customer shall not: (a) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to Narrator, except to the minimum extent expressly required by applicable law and only upon advance written notice to G-Square, modify Narrator or any Documentation, or create any derivative product from any of the foregoing (b) rent, lease, copy, sell, provide access to or sublicense Narrator to any third party, (c) remove or obscure any product identification, proprietary, copyright or other notices contained in Narrator (including any reports or data printed via the use of Narrator), (d) incorporate Narrator into any other offering (whether software as a service or otherwise), (e) use Narrator to develop a product which is competitive with any G-Square product offering or (f) publicly disseminate information or analysis regarding the performance of Narrator. Customer’s access to and use of Narrator is, at all times, subject to the terms of this Agreement and the applicable terms and conditions of the service offered by the Cloud Provider (“Cloud Provider Terms”). Customer acknowledges and agrees that Customer’s access to and use of Narrator shall be deemed acceptance of such Cloud Provider Terms. Cloud Provider Terms may be made available to Customer upon written request to G-Square.
Users: Use of and access to Narrator is permitted only by the number of users (“Users”). Users create their own user IDs and passwords to access Narrator (“Credentials”). These Credentials are obtained by individual, named persons and may not be shared. Customer will ensure that all Users keep these Credentials strictly confidential. Customer is solely responsible for any and all actions taken by Users or by anyone using Customer’s accounts and passwords. Subject to the terms and conditions, in addition to Customer’s employees, Customer may permit (a) its independent contractors and consultants who are not competitors of G-Square (“Contractors”) and (b) Customer’s Affiliates to serve as Users. Customer will remain responsible for compliance by each of its Users with all of the terms and conditions of this Agreement, and any use of Narrator by Users must be for the sole benefit of Customer.
Customer Data: “Customer Data” means any business information or other data which Customer inputs, or provides to G-Square for inputting, into Narrator. General. Customer shall ensure that Customer’s use of Narrator and all Customer Data is at all times compliant with Customer’s own privacy policies (where applicable) and all applicable local, state, federal and international law, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to G-Square that Customer has sufficient rights in the Customer Data to authorize G-Square to process, distribute and display the Customer Data as contemplated by this Agreement, and that the Customer Data and its use hereunder will not violate or infringe the rights of any third party. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Narrator. Subject to these terms & conditions, Customer hereby grants to G-Square a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, distribute, perform and display (including publicly), modify and create derivative works of the Customer Data solely to the extent necessary to perform as described in the Documentation. G-Square does not provide an archiving service. G-Square agrees only that it shall not intentionally delete any Customer Data from Narrator prior to termination of Customer’s applicable subscription.. G-Square expressly disclaims all other obligations with respect to storage. Narrator Log Data. In addition to the license rights specified above in this Section, G-Square may aggregate Customer’s metadata and usage data including but not limited Customer’s userid, data queries, and actions performed within Narrator, inclusive of any Narrator performance characteristics (“Narrator Log Data”). The Narrator Log Data will be deemed G-Square Technology and Customer acknowledges that G-Square may use the License Log Data (i) for its own internal, statistical analysis, (ii) to develop and improve Narrator and (iii) to create and distribute reports and other materials regarding use of Narrator.
OWNERSHIP: G-Square Technology. This is a subscription agreement for use of Narrator and not an agreement for sale. Customer acknowledges that it is obtaining only a limited right to use Narrator on a hosted basis and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Customer. Customer agrees that G-Square or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to Narrator, the Documentation, any other G-Square deliverables and any and all related and underlying software (including interfaces), databases (including data models, structures, Aggregated Anonymous Data and any other non-Customer specific data and statistical data), technology, reports and documentation and all copies, modifications and derivative works thereof (including any changes which incorporate any Feedback) (“G-Square Technology”). Further, Customer acknowledges that Narrator is offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of the Narrator code itself. G-Square may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
SUBSCRIPTION TERM, FEES & PAYMENT: The Subscription Term shall be identified on the signup stage. Any renewals require mutual agreement and all applicable fees for such renewals will be at G-Square’s then-current rates. If Customer’s subscription is not renewed, Customer’s access to Narrator will terminate at the end of the then-current Subscription Term unless provided otherwise in this Agreement. All fees are prepaid and are set forth in the website. All fees are non-refundable. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, Narrator will invoice Customer for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax. Customer will make all payments free and clear of, and without reduction for, any withholding or other taxes; any such taxes imposed on payments by Customer hereunder will be Customer’s sole responsibility. Customer understands that G-Square may monitor Customer’s use of Narrator in order to verify that Customer has not exceeded its permitted number of Users or if Customer is using more data that allowed under Customer’s agreement. If G-Square becomes aware of any such excess usage, then Customer will pay for the excess usage and for any ongoing excess usage under the same payment terms as specified above.
TERM AND TERMINATION: This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Terms & conditions. Termination for Cause. either party may terminate this Agreement (including all related Subscription Forms and Subscription Terms) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Notwithstanding the foregoing, G-Square retains the right to terminate this Agreement immediately if Customer breaches the terms of any sections of this Agreement. Effect of Termination. Upon any termination or expiration of this Agreement, Customer shall immediately cease any and all use of and access to Narrator and delete (or, at G-Square’ request, return) any and all copies of the Documentation, any G-Square passwords or access codes and any other G-Square Confidential Information in its possession. Customer acknowledges that, except as exported or printed prior to termination or expiration by Customer as may be permitted through the functionality of Narrator, following termination or expiration, Customer shall have no further access to any Customer Data input into Narrator, and that Narrator may delete any such data at any time. Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
WARRANTY: G-Square warrants, for Customer’s benefit only, that Narrator will operate in substantial conformity with the applicable Documentation. G-Square does not warrant that Customer’s use of Narrator will be uninterrupted or error-free, nor does G-Square warrant that it will review Customer Data for accuracy or that it will preserve or maintain Customer Data without loss. G-Square’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in G-Square’s sole discretion, to use commercially reasonable efforts to correct the reported non-conformity, provided that G-Square is able to re-create such non-conformity, or if G-Square determines such remedy to be impracticable, to allow Customer to terminate the applicable Subscription Term and receive as its sole remedy a refund of: (a) the monthly subscription fees specified in the applicable Subscription Form which are allocable to the thirty (30) day period prior to the date the warranty claim was made and (b) any fees Customer has pre-paid for use of Narrator or related services it has not received as of the date of the warranty claim. Exclusions. The limited warranty set forth in this Section shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services; (iii) to any Customer who uses Narrator on a no charge basis; such functionality is provided purely for reference purposes.
SUPPORT: During the Subscription Term, Customers that have paid a fee for the use of Narrator will be eligible to receive telephone and email support for Narrator. No support may be provided for Customers using Narrator free of charge.
Limitation of remedies and damages: neither party shall be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. G-Square’s entire liability and obligation to customer shall not exceed the amount actually paid by customer to G-Square under this agreement during the twelve (12) months prior to the date on which the claim arose. No action, regardless of form, arising out of the transactions under this Agreement may be brought by either party against the other more than two (2) years after the cause of action has accrued, except for actions related to unpaid fees.
INDEMNIFICATION: G-Square Indemnification. Subject to this Section, G-Square shall (a) defend Customer from and against any claim by a third party alleging that Narrator, when used as authorized under this Agreement and (b) in relation to such claim, indemnify and hold harmless Customer from any damages and costs finally awarded or agreed to in settlement by G-Square (including reasonable attorneys’ fees). If a claim is made, G-Square may modify Narrator to avoid the alleged infringement, provided however, that such modifications do not materially diminish Narrator’s functionality. If such modifications are not commercially reasonable or technically possible, G-Square may terminate this Agreement and refund to Customer the prorated license fee that Customer paid for the then current Subscription Term. The foregoing indemnification obligation of G-Square shall not apply if the alleged infringement arises from: (a) any action arising as a result of Customer Data or any third-party materials and data contained within or uploaded to Narrator, (b) G-Square’s compliance with specifications or instructions prescribed by Customer, use of Narrator in combination with other software not provided by G-Square and which use is not specifically described in the Documentation, and if Customer is not using the most current version of Narrator, if such infringement would not have occurred except for such exclusions listed here. Customer acknowledges that it is solely responsible for the adequacy and accuracy of the Customer Data input into Narrator and the output generated from such Customer Data. Customer shall defend, indemnify and hold harmless G-Square and its employees, agents, successors and assigns from and against any and all losses, damages, liabilities, costs and expenses arising from any claim based on or arising from: (a) the Customer Data, including without limitation any claim based on Customer’s breach or alleged breach of Customer Data or alleging that the Customer Data infringes upon any patent, copyright, trademark, trade secret, or other proprietary right of, or otherwise harms, such third party; (b) Customer’s use of Narrator; or any claims, penalties, loss or damage arising out of a breach of Customer’s obligations under Section 16 pertaining to export control. The obligations of each indemnifying party are conditioned upon receiving from the party seeking indemnification: (i) prompt written notice of the claim (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of the indemnified party. This section sets forth G-Square’s sole liability and customer’s sole and exclusive remedy with respect to any claim of intellectual property infringement. No indemnification is made for: (i) any supplier software included with narrator nor (ii) any customer that is using narrator free of charge or through a personal account.
CONFIDENTIAL INFORMATION: Each party (as “Recipient”) agrees that all code (if any), inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Discloser”) constitute the confidential property of the Discloser (“Confidential Information”), provided that it is identified as confidential at the time of disclosure. Any Customer Data and any G-Square Technology and performance information relating to Narrator shall be deemed Confidential Information without any marking or further designation. Except as expressly authorized herein, the Recipient will hold in confidence and not use or disclose any Confidential Information shall not include information which: a) is or becomes part of the public domain through no fault of the Recipient; b) is lawfully received by the Recipient from a third party having the right to disclose such information; c) is disclosed by the Recipient with the prior written approval of the Discloser; d) was known to the Recipient prior to receipt from the Discloser; or e) is independently developed by the Recipient without a breach of this Agreement. If the Recipient is required by a government body or court of law to disclose Confidential Information, the Recipient agrees to promptly notify the Discloser so that the Discloser may seek an appropriate protective order or other relief. The Recipient acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by the Recipient the Discloser shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
GENERAL TERMS: This Agreement may not be assigned by Customer without the prior written permission of G-Square. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. Customer agrees that G-Square may disclose Customer’s name and logo as a customer of G-Square. Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the Subscription Form or at such other address as may be given in writing by either party to the other in accordance with this paragraph and shall be deemed to have been given upon actual receipt. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect. Notwithstanding the foregoing, this paragraph does not limit G-Square’s rights to modify this Agreement as set forth in the preamble section above. These terms & conditions, and any other mutually agreed exhibits or attachments, constitute the entire agreement between Customer and G-Square and supersedes all previous written and oral agreements and communications relating to the subject matter of these Terms & conditions. Customer acknowledges that Narrator is an on-line, subscription-based product, and that G-Square may make changes to Narrator, and G-Square will update the Documentation accordingly. Upon G-Square’ written request, Customer shall furnish G-Square with a signed certification certifying that Narrator is being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice, G-Square may audit the use of Narrator by Customer provided such audit is during regular business hours. Customer is responsible for such audit costs only in the event the audit reveals that Customer’s use of Narrator is not in accordance with the permitted scope of use. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. Independent Contractors. The parties to this Agreement are independent contractors. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Narrator is based upon commercial computer software.