Narisetu Solutions Developer Program Agreement
This Narisetu Solutions Developer Program Master Agreement (“Agreement”) is a binding legal agreement between Narisetu Solutions, Inc. (“Narisetu Solutions”) a Delaware corporation, and you, the participant in the Narisetu Solutions Developer Program (“Developer” or “you”). Developer agrees to be bound by this Agreement through its express agreement to this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OR INSTALLING THE NARISETU SOLUTIONS SOFTWARE SERVICES (AS DEFINED BELOW). BY USING OR INSTALLING THE NARISETU SOLUTIONS SOFTWARE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE OR INSTALL THE NARISETU SOLUTIONS SOFTWARE SERVICES, AND, IF PRESENTED WITH THE OPTION TO “AGREE” OR “DISAGREE” TO THE TERMS OF THIS AGREEMENT, CLICK “DISAGREE.”
1. Acceptance of Terms.
If accepted into the Developer Program, Narisetu Solutions will make available to you certain Application Programming Interfaces (APIs) and software, including related documentation and computer files, and any upgrades, enhancements, modifications, updates, revisions and substitutions thereto provided by Narisetu Solutions (collectively, the “API Software”) that you can use to develop custom applications and integrations to extend Narisetu Solutions’s standard Virtual Call Center Suite capabilities (“Applications”). Your use of the API Software, Narisetu Solutions Support (as defined below) or the Narisetu Solutions services and web sites relating thereto (collectively, “Narisetu Solutions Software Services”) is subject to your compliance with the terms and conditions of this Agreement, which may be updated by Narisetu Solutions from time to time without notice to you.
2. License and Restrictions.
a. Subject to Developer’s compliance with the terms and conditions of this Agreement, Narisetu Solutions hereby grants to Developer a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable license during the term of this Agreement to install and use the API Software provided by Narisetu Solutions on a computer controlled by you solely for the purpose of developing Applications.
b. You may not: (i) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the API Software or any portion thereof; (ii) use the API Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; (iii) use the API Software for an application where human life or property may be at stake; (iv) use or export the API Software in violation of applicable U.S. laws or regulations; or (v) sell, lease, loan, distribute, transfer, or sublicense the API Software or access thereto without Narisetu Solutions’s prior expressed written permission.
3. Ownership.
The API Software, Narisetu Solutions Software Services, Narisetu Solutions products and solutions, and Proprietary Materials (defined below) of Narisetu Solutions are owned exclusively by Narisetu Solutions and its licensors including, without limitation, any modifications, customizations, derivative works, AI features, performance data, machine learning algorithms and aggregated results of such machine learning, and are protected by intellectual property laws and international intellectual property treaties. Subject to the rights expressly granted in this Agreement, nothing in this Agreement shall convey, transfer, or assign any right, title, or interest in either party's Proprietary Materials to the other party. "Proprietary Materials" means all patents, copyrights, design rights, trademarks, service marks, trade secrets and other worldwide intellectual property or proprietary rights owned by a party and the software, schematics, diagrams, information, and other tangible embodiments, if any, relating thereto.
4. Support and Software Updates.
Narisetu Solutions has no obligation to support your Applications or your use of the API Software. However, Narisetu Solutions may elect to provide you with support for the API Software and/or related software upgrades, enhancements, or modifications for the API Software (collectively, “Narisetu Solutions Support”), in its sole discretion, and may terminate such Narisetu Solutions Support at any time without notice to you. Narisetu Solutions may change, suspend, or discontinue any aspect of the API Software at any time, including the availability of any API Software feature or functionality. Narisetu Solutions may also impose limits on certain features and services or restrict your access to parts or all of the API Software without notice to you.
5. Fees and Payments.
Narisetu Solutions will provide you with a one-time $500 credit towards phone calls placed on the Narisetu Solutions system. Once that initial credit is exhausted, you will be responsible for purchasing any and all additional credit towards phone calls on the Narisetu Solutions system that you may require. Narisetu Solutions reserves the right to charge fees for future use of or access to the Narisetu Solutions Software Services in Narisetu Solutions’s sole discretion.
6. Confidential Information.
a. The parties agree to hold each other’s Confidential Information (defined below) in strict confidence and take all reasonable steps to ensure that the disclosing party’s Confidential Information is not disclosed or distributed in violation of this Agreement. The receiving party agrees not to (i) disclose disclosing party’s Confidential Information to any third party (excluding affiliates and/or subcontractors who have a need to know and are bound by terms of confidentiality no less restrictive than those hereunder) unless, and only to the minimum extent required by law or to satisfy governmental regulatory requirements (in which case the receiving party shall notify the disclosing party, if legally permitted, of its intent to make such disclosure, so that the disclosing party may seek protective treatment, to the extent reasonably available, for such Confidential Information); or (ii) use the disclosing party’s Confidential Information for any purpose beyond the scope of this Agreement other than with the express prior written consent of the disclosing party. You further agree that Narisetu Solutions may disclose Your Confidential Information to Narisetu Solutions’s service providers for compliance with law or to satisfy governmental regulatory requirements (in which case Narisetu Solutions shall notify You, if legally permitted, of its intent to make such disclosure). “Confidential Information” means all non-public proprietary and/or confidential information of the disclosing party marked as confidential or information which by its nature should reasonably be considered confidential, including, but not limited to, the business, technical or financial activities of a party, its agents, and subcontractors, made available to the other party under or as a result of this Agreement.
b. Receiving party’s obligations pertaining to Confidential Information shall not apply to information that the receiving party can document: (i) is or becomes part of the public domain through no act or omission of the receiving party, (ii) was in the receiving party’s lawful possession prior to the disclosure, (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or (iv) is independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information.
7. Disclaimer of Warranties.
USE OF THE NARISETU SOLUTIONS SOFTWARE SERVICES IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE NARISETU SOLUTIONS SOFTWARE SERVICES IS DONE AT YOUR OWN DISCRETION AND YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE.
NARISETU SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE NARISETU SOLUTIONS SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE NARISETU SOLUTIONS SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, SHALL NARISETU SOLUTIONS BE LIABLE TO DEVELOPER OR ANY OTHER PERSON FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF DATA OR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF ANY BREACH OF WARRANTY REGARDING THE SAMPLE CODE OR DEVELOPER’S USE OF OR INABILITY TO USE THE NARISETU SOLUTIONS SOFTWARE SERVICES.
8. Limitation of Liability.
NARISETU SOLUTIONS WILL NOT BE LIABLE TO YOU FOR CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO (i) THE USE OF THE NARISETU SOLUTIONS SOFTWARE SERVICES BY YOURSELF OR BY THIRD PARTIES OR (ii) APPLICATIONS THAT YOU MAY DEVELOP, WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY.
NARISETU SOLUTIONS IS NOT LIABLE TO YOU FOR ANY AND ALL DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED THROUGH ANY THIRD PARTY SOFTWARE, YOUR USE OR INABILITY TO USE OR ACCESS THE NARISETU SOLUTIONS SOFTWARE SERVICES, OR ANY DATA ACCESSED THROUGH THE NARISETU SOLUTIONS SOFTWARE SERVICES, WHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS PARAGRAPH INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION.
INFORMATION PROVIDED THROUGH THE NARISETU SOLUTIONS SOFTWARE SERVICES MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND NARISETU SOLUTIONS WILL HAVE NO LIABILITY WITH RESPECT THERETO. NARISETU SOLUTIONS MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE NARISETU SOLUTIONS SOFTWARE SERVICES OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE NARISETU SOLUTIONS SOFTWARE SERVICES AT ANY TIME WITHOUT PRIOR NOTICE TO YOU.
9. Indemnification.
You agree to indemnify and hold Narisetu Solutions and its employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Narisetu Solutions Software Services, your Applications, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.
10. Termination.
Unless earlier terminated as provided herein, this Agreement shall commence upon your acceptance and continue for a period of one (1) year. You may terminate the Agreement at any time by discontinuing use of all or any of the API Software and by deleting or destroying the API Software in your possession or control. This Agreement terminates automatically if (i) you violate any term of this Agreement or (ii) Narisetu Solutions sends a written notice of termination to you for any reason. If your rights under this Agreement are terminated, you agree to cease any and all use of the Narisetu Solutions Software Services. Sections 2(b), 3 and 5 through 10, and 12 will survive any termination or expiration of this Agreement.
11. VoiceStream
a. Prior to You providing any product or service in relation to Narisetu Solutions VoiceStream, You must have a valid agreement in place with the applicable customer that permits You to access, receive, and process customer's data for purposes related to the Narisetu Solutions VoiceStream service.
b. You will handle customer's data (both audio streams and call events) sent to You by Narisetu Solutions on behalf of customer in accordance with the customer's instructions (including any instructions addressing secure storage, retention and deletion).
c. You will comply with all customer data residency requirements. You hereby agree that You are responsible for data both in transit and upon receipt.
d. Narisetu Solutions VoiceStream is currently provided for usage from Narisetu Solutions datacenters in select regions such as the US, UK or EU. Designated Narisetu Solutions VoiceStream destinations, as defined by You as part of the VoiceStream directive attached to each customer subscription, are to be located in the same respective country as the Narisetu Solutions datacenters or in a location approved by Narisetu Solutions during the accreditation process. VoiceStream partners are required to get their solution accredited by Narisetu Solutions in each respective datacenter region of interest. You will need to be able to receive the customer’s data in the specific region selected by the customer and comply to with any applicable laws, rules and regulations related to Narisetu Solutions VoiceStream data in such region.
e. You will not share credentials, security tokens, or any other security-related information provided by Narisetu Solutions to You, including such information related to Narisetu Solutions VoiceStream.
f. You will not publicize or describe themselves, to any party, as a Narisetu Solutions Accredited VoiceStream partner, an official Narisetu Solutions VoiceStream partner, or similar description aligning You with Narisetu Solutions, until after Your Application is published on the Narisetu Solutions Accredited VoiceStream partner list. Your application used with Narisetu Solutions VoiceStream will note that it is “Powered by Narisetu Solutions VoiceStream," unless agreed otherwise by the parties in writing.
12. General Provisions.
a. This Agreement shall be governed by the laws of the State of California without reference to conflicts of laws. Venue for any and all actions arising out of this Agreement shall be San Francisco, California.
b. The failure of Narisetu Solutions to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, it is only deemed omitted to that extent, and the rest of the Agreement remains enforceable.
c. The parties agree that this Agreement comprises the entire understanding and all obligations between them, and supersedes any prior discussions or agreements, including non-disclosure agreements or correspondence with respect to the subject matter of this Agreement.
d. You may not assign or transfer this Agreement, or any of your rights or obligations under this Agreement, without the prior written consent of Narisetu Solutions.
f. Narisetu Solutions may provide you with notices, including those regarding changes to this Agreement, by either email, regular mail, or postings on the Narisetu Solutions Developer Program home page at www.naarisetusolutions.comdevelopment.
Last modified: March 12, 2025
