1. Who We Are.  ATL is a private limited company incorporated in Bangladesh under the Companies Act 1994, and provides Services through the Platform, named accordHRM.
2. A Binding Agreement. These User Terms are between you and ATL, stipulating the terms and conditions under which the Services are to be offered to you. Please read these User Terms carefully because they are a legally binding agreement and govern your access to and use of the Services. The Effective Date of these User Terms is the day you agree to these User Terms. You may only access or use the Services after you agree to these User Terms. If you do not agree to the User Terms, you may not access or use our Services, irrespective of the Subscriber’s subscription.
3. ACCEPTING THESE USER TERMS. BY CLICKING THE “I AGREE” BUTTON, COMPLETING THE REGISTRATION PROCESS, DOWNLOADING OUR APP OR ACCESSING OUR SITE, YOU CONFIRM TO US THAT YOU HAVE READ, AND YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE USER TERMS.
4. Upfront Notices. (i) ALL DISPUTES MUST BE RESOLVED AS PER THE ARBITRATION CLAUSE OF THESE USER TERMS AND THE DECISION OF THE ARBITRATOR(S) SHALL BE FINAL AND BINDING ON BOTH THE PARTIES; AND (ii) BY ACCEPTING THESE USER TERMS, YOU ARE AUTHORIZING US TO ACT ON YOUR BEHALF FOR THE LIMITED PURPOSES OF PROVIDING THE SERVICES TO YOU AND IN CONNECTION WITH THIRD-PARTY SERVICES AND USING YOUR SIGNATURE AS DESCRIBED IN THESE USER TERMS. PLEASE NOTE THAT WE MAY CHANGE THESE USER TERMS AND ANY ASA AT ANY TIME AND IN OUR SOLE DISCRETION. WHEN CHANGES ARE MADE, WE WILL MAKE A COPY OF THE UPDATED USER TERMS AVAILABLE WITHIN THE SERVICES. WE WILL ALSO UPDATE THE “LAST UPDATED” DATE AT THE TOP OF THESE USER TERMS. IF WE MAKE ANY MATERIAL CHANGES, WE MAY ALSO SEND AN EMAIL TO YOU AT THE LAST EMAIL ADDRESS YOU PROVIDED TO US IN YOUR ACCOUNT. ANY CHANGES TO THESE USER TERMS WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS AND WILL BE EFFECTIVE FOR EXISTING USERS UPON THE EARLIER OF 30 DAYS AFTER WE POST NOTICE OF SUCH CHANGES WITHIN THE SERVICES OR 30 DAYS AFTER WE DISPATCH AN EMAIL WITH NOTICE OF SUCH CHANGES. WE MAY REQUIRE YOU TO PROVIDE CONSENT TO THE UPDATED USER TERMS IN A SPECIFIED MANNER BEFORE FURTHER USE OF THE SERVICES IS PERMITTED. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES; OTHERWISE, YOUR CONTINUED USE OF THE SERVICES SHALL BE DEEMED TO BE YOUR ACCEPTANCE OF SUCH CHANGE(S). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT USER TERMS.
5. Services
6. 1. General. We provide The Services using a commercially reasonable level of skill and care. All the Services are governed by these User Terms, together with agreements entered into with the Subscriber including the MSA, any applicable ASA, Service Order(s) and any other related agreement.
7. 2. Additional Terms. You may have to agree to one or more ASAs and/or related agreements before accessing or using certain offerings that are part of the Services. Each ASA is specific to certain offerings of the Services and will only apply if and when you access the relevant Services. Each ASA is solely between you and ATL, and unless otherwise espressly indicated in an ASA, these User Terms expressly incorporate applicable ASAs, if any. If for any reason these User Terms have terms that are inconsistent with an ASA, the terms and conditions of the ASA shall prevail with respect to such relevant Services only, and only to the extent it is necessary.
8. 3. Your Relationship to Subscriber. Your access and use of the Services is conditioned upon the Subscriber’s granting you such access and use rights under their subscription to the Services and such Subscriber’s compliance with its agreements with us, including payment obligations. You acknowledge and agree that upon termination of the applicable Subscriber’s rights to use the Services, your use of the Services will automatically terminate. You hereby grant such Subscriber and its Administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove your User Content. You acknowledge and agree that Subscriber and its Administrator(s) may restrict or terminate your access to or use of all or part of the Services.
9. 4. Changes to User Terms. You understand that our Services are evolving; as a result, from time to time, we may make changes to these User Terms, the terms of the MSA, any applicable ASA and any other related agreement, as per the procedure set forth in Section 4 (Upfront Notices). If you do not accept the applicable changes, you will not be able to access or use the Services after the expiry of the notice period; instead, you will be required to deactivate your accordHRM account and stop accessing and using our Services upon the expiry of the notice period. By continuing to use our Services after any updated terms become effective after the expiry of the notice period, you hereby expressly acknowledge that your continued use of our Services shall be deemed as your acceptance and agreement to such updated terms by your conduct. Continued use includes your continued access and use of the Services.
10. 5. Changes to Services. We may update, modify or discontinue the Services (including any of its portions or features) at any time without prior notice or liability to you or anyone else.
11. 6. Third-Party Services & Partners. The Services may contain links to, integrate with, or provide the ability for you to access Third-Party Services. Your use of or reliance on any Third-Party Services are at your own risk. We are not responsible for and we do not make any promises, endorsements, representations or warranties regarding such Third-Party Services. We may stop making any Third-Party Services available at any time with or without any prior notice to you. Some Third-Party Services are provided by are our partners and we sometimes receive compensation from such partners.
12. 7. Compliance with Law. You will comply with the applicable laws and regulations in connection with your access and use of the accordHRM account, the Platform, the App, the Site and the Services. You also agree that your use of the Services is meant to assist you in fulfilling some of your compliance requirements and it does not, in any way, guarantee or meet such compliance requirements.
13. 8. No Professional Advice. Except as may be expressly provided in an applicable ASA, any information, material or Content you may receive through the Services or in connection with the Services is for informational purposes only, and it is not financial, tax, legal, regulatory, or other professional advice.
14. Ownership, Use Rights & Restrictions
    1. Ownership. Except with respect to your User Content, as between you and us, we own all rights, title and interest in the Platform, the Site, the App, the Services, the Content and the Usage Data.
15. 2. Your Use Rights. Subject to your full and ongoing compliance with these User Terms and the Subscriber’s full and ongoing compliance with applicable agreements and obligations, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during the applicable Subscriber’s subscription term to access and use the Services subject to Section 5.3. We (and our suppliers) reserve all rights not granted in these User Terms.
16. 3. Your accordHRM Account. You must register for an accordHRM account in order to use the Services. In registering for or opening an account, you agree to provide accurate and complete registration information and to keep such information up to date. You will take appropriate steps to prevent unauthorized access or use of your account and to keep your password(s) secure and confidential, even if you are an Administrator(s). We encourage you to use “strong” passwords with your account (for example, passwords that use a combination of upper and lowercase letters, numbers and symbols, with a minimum of eight characters). We will not be liable for any losses whatsoever caused by any unauthorized access or use of your accordHRM account. You must notify Subscriber immediately of any breach of security or unauthorized access or use of your accordHRM account.
17. 4. Your Responsibilities. You are solely responsible for all activities that occur under your account.
18. 5. Certain Restrictions. The use rights granted to you by the applicable agreements are limited in nature and are also subject to the restrictions outlined in this Section. Any unauthorized use of the Services terminates all granted use rights. Any use of or access to the Services by anyone under 18 years of age is strictly prohibited. If you are an Administrator, you must be at least 18 years of age. Currently, the Services are designed and directed only for use by Users within Bangladesh, and use of or access to the Service by anyone located outside of Bangladesh is prohibited and at your own risk. Except as expressly provided in these User Terms, you will not (and will not permit any third party to) (i) sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services; (ii) frame or utilize framing techniques to enclose any of our trademarks or logos; (iii) use any meta tags or other “hidden text” using our names or trademarks; (iv) modify, translate, adapt, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services; (v) use any manual or automated software, devices or other processes to “scrape” or download data from any web pages contained in the Services; (vi) access the Services in order to build a similar or competitive product or service; (vii) copy, reproduce, or distribute any part of the Services in any form or by any means; or (viii) remove or destroy any proprietary markings contained on or in the Services.
19. 6. Your Conduct. You agree not to use the Services for any purpose that is prohibited by these User Terms, the MSA, any ASA, any other related agreement or by applicable laws. You will not (and will not permit any third party to) (i) provide or make available any data, information, materials, graphics, text, video, recordings, and the like, through or for the Services or (ii) take any action through the Services that (a) infringes any third party’s rights; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without our prior written consent; (e) impersonates any person or entity; (f) interferes with or attempts to interfere with the proper functioning of the Services; or (g) engages in or attempts to engage in any potentially harmful acts that are directed against the Services. We may, but we are not obligated to, monitor or review your conduct at any time. If we become aware of any possible violations of these User Terms (or an ASA, the MSA or any other related agreement), we may investigate such violations, and we may terminate these User Terms or your access and use of the Services.
20. 7. Passwords & Reassignment. You will have unique login credentials (i.e., login ID and corresponding password), which must not be shared with any other individual or User. If, however, your Subscriber reassigns your seat under Subscriber’s subscription to a new User, you will no longer have access to or use of the Services.
21. 8. Equipment and Software. You are responsible for procuring all equipment and software necessary to connect to and use the Services, including for example, computer(s), internet access, and a suitable mobile device for using the App if you wish to do so. You are responsible for any fees, including internet or mobile fees, that you may incur when accessing or using the Services. By providing your mobile number and using the Services, you consent to our use of your mobile number for calls and texts in order for us to perform and/or improve the Services. We will not assess or charge for any calls or texts, but standard message charges and/or other charges from your wireless carrier may apply. You may opt out of receiving text messages from us by duly notifying us.
22. Consents & Authorizations
    1. Users’ Consents. Access to and use of the Services will require you to provide certain consents as well as various information and corresponding consent, as required by applicable laws. You are also responsible for providing all applicable information and consents required by us or your Subscriber. You agree that if you do not provide the necessary information or consents will not be able to access or use the Services.
23. 2. Consent & Authorization to Use Account Information. You agree to provide us with all the necessary Account Information in order for us to provide the Services to you. In addition, you consent for us to take certain actions on your behalf in order for us to provide the Services to you, such as acting on your behalf, as required or necessary for the purpose of providing the Services to you, to: (i) access or connect with Third-Party Services, or (ii) access or retrieve your information or data from Third-Party Services, or (iii) access or manage your account with Third-Party Services. Accordingly, you authorize us to act on your behalf in connection with such Third-Party Services, and you authorize us to take any action in connection with such Third-Party Services, including (a) storing your Account Information; (b) accessing or connecting with the relevant Third-Party Services; (c) accessing and retrieving your data or other information from Third-Party Services; (d) opening accounts and making account changes on your behalf with Third-Party Services to provide Services to you; or (e) taking any other action necessary with Third-Party Services to provide the Services to you. You agree that Third-Party Services may rely on our use of these authorizations.
    3. You represent and warrant that you have or will duly obtain the required permission to give us the Account Information and to provide us with the consents set forth above, as required by us from time to time, without any obligations on us (including payment obligations) other than those agreed to in these User Terms. You also agree that we are not responsible for your inability to use the Services or receive any benefit from the Services due to inaccurate or incomplete Account Information that you provide us with. Further, you, and not us, will be solely responsible for the consequences resulting from any action that we take pursuant to your instructions.
24. 3. Electronic Communications’ Consent. For contractual purposes, you consent to receive all communications, notices and disclosures from us electronically via the Platform; this includes, without limitation, tax document notices, payroll documents, and employee benefits notices. You also agree that all communications we provide to you electronically satisfy any legal requirement that the communications would satisfy if it were in a written hard copy, including, for example, agreements, notices or disclosures. You also authorize us to receive such communications electronically on your behalf. You may withdraw your consent to electronic communications at any time by duly notifying us. If you do withdraw such consent, you acknowledge that we will not be able to continue to provide the Services to you and you will be required to deactivate your accordHRM account and stop accessing or using the Services.
25. 4. Electronic Signature.
26. • • Designation of Authorization. You authorize us to act on your behalf as your authorized representative for the limited purposes pursuant to these User Terms, as necessary, to perform the Services, with the same legal force and effect as if you signed and filed each such Document. You may revoke our authorization at any time by sending us notice of your revocation; however, you acknowledge that if you do, we will not be able to continue to provide the Services to you and you may no longer access or use the Services; accordingly, you will be required to deactivate your accordHRM account and stop accessing and using our Services.
      • Signature Authorization & Consent. You authorize us to use and re-use your Signature in certain cases without having to obtain your Signature each time. By using the Services (and for example, by clicking the approval or submit prompt), you consent to accordHRM (a) using your Signature on the specific Documents you authorize for Signature, (b) re-using your Signature on a Document previously authorized for Signature in the event that same Document is not materially updated or modified, or (c) repurposing your signature to sign or file Documents on your behalf (for example, benefits enrollment forms or tax documents). You represent and warrant that all Signatures will be that of an individual with the authority to bind you in such Documents. Further, by using the Services, agreeing with these User Terms, and by voluntarily providing us with your electronic signature (i) you agree to do business with us electronically; (ii) you intend your electronic signature to be the same as your handwritten signature for the purposes of validity, enforceability, and admissibility; (iii) you agree to maintain the necessary software and equipment as provided in Section 6.8 (Equipment and Software) to access and use the Services; and (iv) you may access your signed documents through the Services. The Services are provided on a software-as-a-services basis, so we only provide Services electronically through the Platform. If you do not want to avail the Services electronically or sign documents electronically (with the exception of circumstances where your physical signature is required for legal requirements or other purposes), you acknowledge that we will not be able to provide Services to you and you may no longer access or use the Services; accordingly, you will be required to deactivate your accordHRM account and stop accessing and using our Services. In this event, you may request a copy of your previously signed Documents and we may charge you a transactional fee of up to BDT 20,000 to retrieve those Documents for you.
27. Content
    1. Required Content. You are required to provide certain data, information and/or materials to enable us to provide the Services to you and/or the Subscriber (i.e., your User Content).
28. 2. Responsibility for User Content. As between you and us and with the exception of our confidentiality or data security obligations, you agree that you are solely responsible for all your User Content submitted, posted, communicated, provided, or otherwise made available through or for the Services.
29. 3. Ownership of User Content. As between you and us, subject to the rights granted to us by these User Terms, you retain the ownership rights in your User Content.
30. 4. License (to ATL). You grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully-sublicensable right and license (i) to use your User Content as necessary to perform, analyze and improve the Services; and (ii) to collect, use and disclose Usage Data; and/or (iii) to collect, use and disclose your User Content for other internal uses. You represent and warrant that you have the right to grant these rights and licenses. Without such rights and licenses, you acknowledge that we will not be able to provide the Services to you and that you will no longer be able to access or use the Services; accordingly, you will be required to deactivate your accordHRM account and stop accessing and using the Services.
31. 5. Removal of Provided Content. We may remove your User Content that we host in the Platform’s systems for any reason (or no reason), including if such User Content violates these User Terms or applicable law.
32.  Confidentiality: Each party will use reasonable care to protect any Confidential Information of the other party. Each party will use Confidential Information only to perform its obligations or exercise its rights under these User Terms, the MSA, any applicable ASA and any other related agreement. Neither party will disclose any Confidential Information of the other party to any third party, except to its affiliates, employees, or contractors who need-to-know (who are bound by confidentiality obligations as protective as those in these User Terms), without the other party’s prior written consent. Confidential Information does not include any information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is in the possession of or was known to the receiving party without restriction prior to these User Terms; (iii) is disclosed to the receiving party on a non-confidential basis by a third party who is entitled to make the disclosure; (iv) is or was independently developed by the receiving party without reference to or use of any Confidential Information disclosed under these User Terms; or (v) is approved for disclosure by the disclosing party. Neither party will be restricted from disclosing the other’s Confidential Information where the party is required to make the disclosure to a government entity or where the disclosure is ordered by a court of competent jurisdiction; in this case, the party required to make the disclosure will provide the other party prior notice of the disclosure if it is reasonably feasible and legally permissible, and failure to provide such notice will not prohibit the party required to make the disclosure from making the disclosure. Notwithstanding anything contained in this Section 9, we may, from time to time carry out data analytics by using your User Content in the Platform without requiring any further approval from you and without providing any compensation to you.

10. Feedback. The submission of any Feedback is at your own risk and we have no obligations with respect to such Feedback. You grant to us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services and otherwise use and exploit any Feedback in any manner, without restriction and without providing any compensation to you. You represent and warrant that you have all rights necessary to submit the Feedback.
11. Term, Automatic Renewal & Termination
12. 1. Term of the User Terms. The term of these User Terms starts on the Effective Date and it continues while you use the Services until the expiry of the Subscriber’s subscription, or earlier termination in accordance with these User Terms.
13. 2. Termination of User Terms. Your use of the Services will automatically terminate upon the termination of your Subscriber’s subscription or when instructed by your Subscriber. In addition, we may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these User Terms.
14. 3. Effect of Termination. Upon the effective date of termination of these User Terms for any reason: (i) your right to access or use the Services will terminate immediately and (ii) we will cease providing the Services to you and we will deactivate or delete your accordHRM account from the Platform, and all associated materials, including your User Content. All ASAs, if any, will terminate immediately upon termination of these User Terms.
15. 4. Survival. All provisions of these User Terms which by their nature should survive, will survive termination of these User Terms, including without limitation, ownership provisions, licensing provisions, granting of rights, confidentiality, termination provisions, warranty disclaimers, limitation of liability and dispute resolution.

12. Disclaimer of Warranties and Conditions. THERE ARE CERTAIN THINGS THAT WE DO NOT PROMISE ABOUT THE SERVICES, OTHER THAN AS EXPRESSLY PROVIDED IN THESE USER TERMS OR ANY ASA, WE DO NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES. ADDITIONALLY, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THE SERVICES’ RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS OR EXPECTATIONS, INCLUDING YOUR COMPLIANCE REQUIREMENTS. WE PROVIDE THE SERVICES “AS IS” AND FOR YOUR USE AT YOUR OWN RISK. TO THE EXTENT WE ARE PREMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL THE WARRANTIES LISTED ABOVE, AND ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, ACCURACY, AND QUIET ENJOYMENT. THE DEMO FEATURES AND TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND ARE WITHOUT ANY WARRANTY OF ANY KIND.
13. Limitation of Liability
14. 1. Disclaimer of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA (INCLUDING USER CONTENT), USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, WHETHER OR NOT WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO THE SERVICES(INCLUDING YOUR AND THE SUBSCRIBER’S USE OF THE SERVICES), THESE USER TERMS, MSA, ANY ASA OR ANY OTHER RELATED AGREEMENT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY.
15. 2. Limitations of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU REGARDING THESE USER TEMRS (INCLUDING ANY ASA, THE MSA, SERVICE ORDERS OF THE SUBSCRIBER OR ANY RELATED AGREEMENT) OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED BDT 1,000.
16. 3. Exclusions. THE LIMITATIONS OF LIABILITY ABOVE APPLY TO THE FULLEST EXTENT ALLOWED BY LAW AND WILL NOT APPLY TO LIABILITY OF ATL FOR (I) DEATH OR PERSONAL INJURY CAUSED BY ATL’S NEGLIGENCE OR (II) ANY INJURY CAUSED BY ATL’S FRAUD OR FRAUDULENT MISREPRESENTATION.
17. 4. Basis of Bargain. THE LIMITATIONS OF LIABILITY ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ATL AND YOU.
18. Governing Law & Dispute Resolution. PLEASE READ THE FOLLOWING ARBITRATION CLAUSE CAREFULLY AS IT REQUIRES YOU TO REFER ANY DISPUTE BETWEEN YOU AND US TO ARBTIRATION AND THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING.
    1. Governing Law. These User Terms, including any ASA, the MSA and Service Order(s) of the Subscriber and any other related agreement shall be governed by, and construed in accordance with the laws of Bangladesh.
    2. Mandatory Arbitration. In the event of any dispute, controversy or claim between you and us arising out of or in connection with these User Terms, including any ASA, either party may give a notice to the other party in writing of the existence of such dispute, controversy or claim, specifying its nature and requesting to rectify or cure accordingly by mutual negotiations between both the parties. Any dispute or disagreement which cannot be mutually and amicably settled amongst the parties within 30 (thirty) days of date of notice shall be resolved through arbitration as per Arbitration Act, 2001. The arbitration shall be conducted by a single arbitrator, appointed jointly by both the parties. The venue of the arbitration shall be Dhaka, Bangladesh. The language of the arbitration proceeding shall be English. The award of the arbitrator shall be final and binding upon both the parties.
19. App
    1. License. Subject to these User Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use the App solely for your internal purposes.
20. 2. Updates. You acknowledge that we may issue updates to the App, and may automatically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrades, and agree that the terms and conditions of these User Terms will apply to all such upgrades.
21. 3. Third Party Code. Any open source or third-party code that may be incorporated in the App is covered by the applicable open source or third-party terms, if any, authorizing use of such code. Such terms may expressly override some of these User Terms.
22. 4. Apple App Store’s Rules. With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”):
23. • • you acknowledge that these User Terms are solely between you and ATL, not Apple, and that Apple has no responsibility for the App Store-Sourced Application or its content;
      • your use of the App Store-Sourced Application must comply with the App Store Terms of Service;
      • you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application;
      • in the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, as applicable, for the App Store-Sourced Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application;
      • you acknowledge that Apple is not responsible for addressing your claims or those of any third party relating to the App Store-Sourced Application or your possession and/or use of the App Store-Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation;
      • you acknowledge that, in the event of any third-party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party’s intellectual property rights, ATL, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim to the extent required by these User Terms; and
      • you and ATL acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these User Terms as it relates to your license of the App Store-Sourced Application, and that, upon your acceptance of these User Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these User Terms as it relates to your license of the App Store-Sourced App against you, as a third-party beneficiary thereof.
24. 5. Google Play’s Rules. With respect to any App accessed through or downloaded from the Google Play Store (“Google Play Sourced Application”):
25. • • you acknowledge that these terms are between you and ATL only, and not Alphabet, Google, or any of their affiliates (“Google”);
      • your use of Google Play Sourced Application must comply with Google’s then-current Google Play Store Terms of Service;
      • Google is only a provider of the Google Play Store where you obtained the Google Play Sourced Application;
      • ATL, and not Google, is solely responsible for the Google Play Sourced Application;
      • Google has no obligation or liability to you with respect to Google Play Sourced Application; and
      • you acknowledge and agree that Google is a third-party beneficiary to these terms as it relates to the Google Play Sourced Application.
26. General Provisions
    1. Assignment. These User Terms, and your rights and obligations under these User Terms may not be assigned or otherwise transferred by you without ATL’s prior written consent. Any attempted assignment or transfer without required consent will be null and void. We may assign these User Terms as part of a corporate reorganization, upon a change of control, consolidation, merger, or sale of all or substantially all of its assets related to these User Terms or for commercial purposes.
27. 2. Force Majeure. We will not be liable for any delay or failure to perform any of our obligations under these User Terms (including any ASA, the MSA or Service Orders of the Subscriber or any other related agreement) resulting from causes outside our reasonable control, including but not limited to, war, fire, earthquake, riot, pandemic, lockdown, blockade, strikes, political turmoil, blackouts, governmental or military acts or orders or restrictions, terrorist attack or any other natural catastrophe. In such a case, we will not be held liable for any loss or damage which you may incur as a result of any such failure or delay.
28. 3. Notice. We will provide notice(s) to you via the Services and/or the email address you have provided to us. Sending notices to the last e-mail address you have provided to us will satisfy our notice requirements to you under these User Terms and such notices will be effective as of the date sent. You may give us notice via the Services and/or the email address of our administration and such notices will be effective as of the date received by us.
29. 4. Waiver and Severability. Any waiver or failure to enforce any provision of these User Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any part of these User Terms is held invalid or unenforceable, that part will be modified to reflect the original intention of the parties, and the other parts will remain in full force and effect.
30. 5. Export. You shall not use, export, import, or transfer the Services except as expressly authorized under these User Terms and by the laws of Bangladesh.
31. 6. Entire Agreement. These User Terms (including any applicable ASA, exhibits and addenda, which are incorporated in these User Terms and, where applicable, the MSA, Service Orders of the Subscriber and any other related agreement) form a single integrated agreement between you and us. These User Terms expressly overrides and supersedes all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, save as aforesaid, with respect to your access or use of the Services. In the event of any conflict in the documents which constitute these User Terms, the order of precedence will be (i) these User Terms; (ii) any ASA, (iii) the MSA (in case of conflicting provisions between the MSA and any ASA, the provisions of the ASA will prevail with respect to such services described in the ASA only); (iv) the Service Order(s) of the Subscriber; (v) any other schedules, exhibits and other documents referenced and incorporated herein and therein; any (vi) any other related agreement.
32. 7. Interpretations. Sections, sub-sections, exhibits or addenda are, unless otherwise specified, references to sections, sub-sections, exhibits or addenda of these User Terms. The parties to these User Terms shall include their respective successors and permitted assigns. Any document (including these User Terms) means a reference to that document as amended, consolidated, supplemented, novated or replaced from time to time. Singular means plural and vice versa. Section titles in these User Terms are for convenience only and shall not be taken into account in the construction or interpretation of any provision to which they refer. References to “shall” and “will” are intended to have the same meaning.
33. 8. Independent Contractors. Your relationship to us is that of an independent contractor, and neither party to these User Terms are an agent, principal, employer, employee or partner of the other party.

Exhibit A to User Terms

Definitions

The following definitions apply to terms used in the User Terms, applicable addenda, if any:

“Account Information” means all the collective information (such as Signatures, data, passwords, usernames, PINs, materials, and content), necessary for us to, for example, access, connect with or mange your account with Third-Party Services.

“Additional Services Addendum” (“ASA”) means terms and conditions that apply to a specific feature or product offering of the Services and that are in addition to the terms and conditions of the User Terms and the MSA.

“Administrator(s)” means the individual(s) the Subscriber names as administrator(s) to oversee the provision of the Services to Subscriber’s Users and that Subscriber authorizes to make decisions on Subscriber’s behalf as it relates to (i) the Services and (ii) Subscriber’s Users’ access to and use of the Services. Such Administrators also have the ability to access, monitor, use, modify, export and disclose User Content and to specify permissions for the Users.

“App” means the accordHRM mobile application.

“ATL” means Accord Technologies Limited, a private limited company incorporated in Bangladesh under the Companies Act 1994 and which is the owner of the Platform named accordHRM.

“accordHRM” is the name of the Platform through which we provide the Services to you and to the Subscriber.

“Confidential Information” means all information, correspondence and communications (written, verbal or by electronic means or otherwise through the Platform or otherwise) shared between the parties, not known to the general public, in connection with the Services being provided as per the User Terms, any ASA, the MSA or Service Orders of the Subscriber and/or any other related agreement.

“Content” means all information, data, text, software, images, graphics, audio, video, messages, and/or other materials included in the Services.

“Document” means a document providing your consent, or a filed document or a document for filing, a form, or other documents required as part of the Services to you and/or to the Subscriber (i.e., in your and/or Subscriber’s use of the Services).

“Effective Date” means the date the User Terms takes effect as set forth in Section 2.

“End User Terms of Use” or “User Terms” means these terms and conditions that govern Users’ respective access and use of the Services.

“Feedback” means any ideas, proposals, and/or suggestions you may choose to provide to us. Feedback is not your Confidential Information, it is neither your proprietary information nor your intellectual property and it is also not User Content.

“MSA” means the Master Subscription Agreement entered into between the Subscriber and ATL (us).

“PIN” means your individual personal identification number.

“Platform” means the accordHRM platform, enabled via our Site and App.

“Services” means the services we offer (which include the various modules, features, and other services offered through the Platform on a Software-as-a-Services basis) together with the Contents, Platform, Site and App.

“Service Order(s)” means an order(s) for Services, which the Subscriber submits through the Platform, specifying, among other things, the applicable features and scope of the Services ordered, fees, subscription term, quantities (i.e. Users), other applicable subscription plan limits, and any other applicable terms and conditions, which upon our acceptance, are incorporated into and governed by the MSA.

“Signature” means your physical or electronic signature, your consent or your confirmation in connection with the Services (i.e., in your and/or the Subscriber’s use of the Services).

“Site” means our website: https://www.accordhrm.com/.

“Subscriber” means the entity or company that has subscribed to the Services and authorized you to access and use the Services pursuant to these User Terms.

“Terms of Use” means the Site’s Terms of Use Agreement available at: https://www.accordhrm.com/, and which are different from these User Terms.

“Third-Party Services” means materials or services that are owned or controlled by third-parties, and not by us, and which are governed by the respective agreements and policies of the applicable third party.

“Usage Data” means and includes, without limitation, aggregated and anonymized data about the use of the Services by you and the Subscriber, your anomymized profile and the processed or output data that will result from the provision of the Services by us to you and the Subscriber.

“User” means an individual who Subscriber has authorized to access and use a Service, for whom Subscriber has purchased a subscription and to whom Subscriber (or, when applicable, we, at Subscriber’s request) has provided login credentials. Users include all Subscriber’s Administrators, employees and may also include, for example, Subscriber’s former employees who require continued access to and use of the Services for a particular time period, Subscriber’s consultants, contractors, agents, and third parties with which Subscriber transacts business.

“User Content” means the data, information, images, recordings (audio or video) and/or materials Users provide (or that is provided on the Users’ behalf) for our provision of the Services to Subscriber and/or Users, which may include names, contact information, NID numbers, E-TIN numbers, compensation information, and other sensitive, proprietary, personal, or identifying information. User Content does not include data related to User and obtained from sources other the User or the Subscriber.

“You” means the User using or accessing the Services and/or agreeing to the User Terms.

“We” (and “our” or “us”) means ATL, and includes each of ATL’s shareholders, directors, officers, employees and representatives, as deemed applicable by ATL, in the relevant context.