These Terms of Use ("Terms of Use") mandate the terms on which users ("You" or "Your" or "Yourself" or “End Consumer” or “Your Company” or "Users" or “Customer”) are interested in availing nCapsule Services for their Google Workspace Environment (defined below) and accessing the platform, the nCapsule Application owned and operated by Universal Elements.

Please read the Terms of Use carefully before using the Platform or registering on the Platform or accessing any material or information through the Platform. By registering with the Application, You accept this Terms of Use and agree to be legally bound by the same.

Use of and access to the Platform is offered to You upon the condition of acceptance of all the terms, conditions, and notices contained in this Terms of Use and Privacy Policy, along with any amendments made by Universal Elements at its sole discretion and updated on the website from time to time.

For these Terms of Use, the term 'nCapsule' or 'Us' or 'We' refers to Universal Elements Company. The term 'You' refers to the user or visitor of the Website and/or nCapsule Application. When You use our services, You will be subject to the terms, guidelines, and policies applicable to such service and as outlined in these Terms of Use. As long as you comply with these Terms of Use, We grant You a non-exclusive, non-transferable, limited privilege to enter and use our Platforms and services.

For the purpose of these terms of use, the term Machine or Device refers to a Computer or a Laptop only and it does not include Mobile devices.

Terms relating to nCapsule services

1. Registration

(a) You shall be permitted to access the Platform, avail the nCapsule Services only upon creating an Account (as defined below) and obtaining registration on the Platform. Your ability to continue using the Platform, nCapsule Services is subject to Your continued registration on the Platform. You will be required to enter Your Company information including your name, contact details, valid phone number, Email Address, Physical Address while registering on the Platform.

(b) As a part of the registration, You may be required to undertake a verification process to verify Your Company and Domain information and set up the Account. You agree and accept that as of the date of Your registration on the Platform, the information provided by You is complete, accurate, and up-to-date. In the event of any change to such information, You shall be required to promptly update the same in the nCapsule Application of the same immediately on which such change shall take effect. You acknowledge and accept that nCapsule has not independently verified the information provided by You. nCapsule shall in no way be responsible for the accuracy or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, not current, or incomplete, nCapsule has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, nCapsule reserves the right to suspend or terminate Your Account (defined below) and refuse any current or future use of the Platform (or any portion thereof) at any time.

2. nCapsule Services

The Platform provides You with the following services ("nCapsule Services"):

2.1 IP Restriction

(i) This Feature will support Customer Organizations to restrict their Users from login into Google Workspace from the Private IP Address that they purchase for their Organization from their ISP provider.

(ii) Upon complete and proper setup of the company Public-Facing IP in the Admin Console of nCapsule, their Organization Users will not be able to log in from any other IP address into their Organization Google Workspace.

(iii) Customer Organization should have protected access to the information of its Public-Facing IP address, No one outside the Organization should know this information. Even within the Customer Organization, only the company System Administrator should know this information.

(iv) In case if the public-facing IP address information is exposed to people other than who is responsible for handling them, the Customer Organization should immediately request their ISP provider for a new Public facing IP address and update the same in the nCapsule application.

2.2 Device/Browser Locking

(i) This Feature will facilitate Customers to restrict their organization users to log into their organization Device(Laptops or Desktops) that are registered by their user accounts with help of their administrators in nCapsule, Users will not be able to log into Browser/Devices which are not registered to their Organization in nCapsule.

(ii) Users at the time of registration will allow the domain auth.ncapsule.in to push notification to the browser and should not disable this push notification feature for them to log into that machine.

(iii) Users should not clear the browser data for the domain auth.ncapsule.in once the registration is done, if the user does the same then the user will not be able to login to the device hence forth and has to take support of the administrator and register the device again for logging into the machine. The administrator will educate all the users on this aspect and educate the user not to clear the browser data once the browser is registered with nCapsule.

(iv) Administrators should delete unused old registered devices to keep the platform optimized.

(v) nCapsule reserves the right to remove the unused device, ie., if the user doesn’t login to the device for more than 30 days, we will automatically remove the device from the registration and the user has to register the device if he needs to use the device again.

(vi) Once the user registers his account through a browser in a device, he will only be able to log in from that particular browser from that device. The user will not be able to log in to his account from any other browser even from the same machine.

2.3 Multi-Factor Authentication

This Feature will facilitate users login to Google Workspace service with 2 factor authentication. nCapsule has been integrated with Google Authenticator for the 2 factor authentication and can be used by the users once the administrators enable it for an user.

2.4 Password Policy Control

nCapsule facilitates administrators to control the user password policy on the platform to log into Google Workspace. Administrators can define the below parameters in the nCapsule application for the user’s password.

 (i) Minimum number of Characters (Length).

 (ii) The number of Capital letters.

 (iii) The number of Numeric Characters.

 (iv) The number of days for a new password reset.

2.5 Customized Login Page

nCapsule facilitates Customer organizations to have a customized login screen with customer Company Logo on their login page when they try to log in to their Google Workspace account.

2.6 Corporate Announcement in Login Page

(i) Administrator can provide customized background images that they wish nCapsule to publish on the login page. The administrator should upload the images to their hosting server and provide the image URL in the nCapsule admin console to load them in the login screen as the background image.

(ii) Administrator can design any Corporate announcement as an image and use the image for publishing any kind of announcement (Ex: A Festival wish) to the organization Associates which will be displayed as Background image at the time of Login on their Google Workspace account.

3. nCapsule Usage Terms

(a) You hereby agree and acknowledge that To provide maximum security to your organization's User account and data through nCapsule services You will implement multiple combinations of nCapsule features to each of your users.

(b) You hereby agree and acknowledge that nCapsule services provide additional layers of security to provide access to your Google Workspace account and its data.

(c) You hereby agree and acknowledge that nCapsule or Universal Elements do not have any access or control over your Users Google Workspace account or data.

(d) You hereby agree and acknowledge that all your user credentials are encrypted and stored securely over Google Cloud Servers. Also, these credentials will be kept secret to themselves and will not be disclosed to anyone else.

(e) You hereby acknowledge and agree that nCapsule or Universal Elements shall not be liable for any damages of any kind arising from Your use of the nCapsule Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

(f) You hereby acknowledge that if You have any complaint concerning the nCapsule Services, You will first inform the nCapsule Support team in writing within 24 (twenty-four) hours of using such nCapsule Services to support@ncapsule.in.

(g) You hereby acknowledge and agree that you will not expose the platform and its service to any external User or company without the prior written consent of Universal Elements from its nCapsule Product Management Team.

4. User Information

You are solely responsible for and in control of the information, You provide to us. Compilation of User Accounts and User Account bearing contact numbers and e-mail addresses are owned by nCapsule. Further, You understand and agree that certain information will be case sensitive and must be handled with prudent care.

5. Payment Terms

Payment for the nCapsule User License will be collected in advance and in full.

6. Cancellation and Refund

(a) You hereby acknowledge and agree the Organization can cancel your account nCapsule service during any time of your trial period or at the end of the contractual year.

(b) You hereby acknowledge and agree that once the Contract starts the contract cannot be canceled in the middle of the contract.

(c) If the customer has made a payment for the subscription that starts in a future period, but decides not to proceed with the nCapsule service and intimates the nCapsule Support team about the same, the payment made by the customer will be refunded in full.

(d) In case of refund, customers have to share the support team at support@ncapsule.in in detail about the payment method and customer account details completely for the refund to be processed from our end.

7. User Account, Password, and Security

(a) To use the nCapsule Services, You will have to register on the Application and create your User/Sync account with a unique user identity and password ("Account") from Your Google Workspace Account.

(b) Customers and their Users will be responsible for maintaining the confidentiality of the Account information of the Customer’s User Account. Customer agrees to

 (i) Immediately notify nCapsule Support team in support@ncapsule.in of any unauthorized use of Customer’s Account information or any other breach of security.

 (ii) Ensure that their Users exit from their Account at the end of each session. nCapsule cannot and will not be liable for any loss or damage arising from the Customer’s failure to comply with this provision. You may be held liable for losses incurred by nCapsule for any other User or visitor to the Platform due to unauthorized use of a Customer’s Account as a result of that Customer’s failure in keeping his/her Account information secure and confidential. Use of another User’s Account information for using the nCapsule Service is expressly prohibited.

8. Intellectual Property Rights

(a) The nCapsule Service and the Platform, including but not limited to, all text, videos, graphics, user interfaces, visual interfaces, sounds, and music (if any), artwork, algorithm, and computer code (and any combination thereof), except any third party software available on the Platform, is owned by Universal Elements and the design, structure, selection, coordination, expression, look and feel and arrangement of such Universal Elements Property is protected by copyright, patent and trademark laws, and various other intellectual property rights. You are not permitted to use Universal Elements Property without the prior written consent of Universal Elements.

(b) The trademarks, logos, and service marks displayed on the Platform ("Marks") are the property of Universal Elements, except for any trademark, logos, and service marks of third parties available on the Platform. You are not permitted to use the Marks without the prior consent of Universal Elements or such a third party as may be applicable.

9. Disclaimer of Warranties & Liabilities

You expressly understand and agree that to the maximum extent permitted by applicable law

(a) The Platform and Universal Elements Property, nCapsule Services are provided by Universal Elements on an "as is" basis without warranty of any kind, express, implied, statutory, or otherwise, including the implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, Universal Elements makes no warranty that

 (i) The Platform, nCapsule Services will meet Your requirements or Your use of the Platform will be uninterrupted, timely, secure, or error-free.

 (ii) The quality of the Platform will meet Your expectations.

 (iii) Any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by You from Universal Elements shall create any warranty not expressly stated in the Terms of Use.

(b) Universal Elements will have no liability related to any User Content arising under intellectual property rights, libel, privacy, publicity, obscenity, or other laws. Universal Elements also disclaims all liability concerning the misuse, loss, modification, or unavailability of any User content.

(c) Universal Elements will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account or Account information in connection with the Platform either with or without Your knowledge.

(d) Universal Elements shall not be responsible for the delay or inability to use the Platform, nCapsule Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities, and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Universal Elements shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Universal Elements’s control. You understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at Your discretion and risk and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data.

10. Indemnification and Limitation of Liability

(a) You agree to indemnify, defend and hold harmless Universal Elements and its affiliates including but not limited to its officers, directors, consultants, agents, and employees ("Indemnitees") from and against any losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnitees that arise out of, result from, or maybe payable by, any breach or non-performance of any obligation, covenant, representation or warranty by You under these Terms of Use. Further, You agree to hold the Indemnitees harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Platform, nCapsule Services, any misrepresentation concerning the data or information provided by You about the Account, Your violation of the Terms of Use, or Your violation of any rights of another, including any intellectual property rights.

(b) In no event shall the Indemnitees be liable to You or any third party for any special, incidental, indirect, consequential, or punitive damages whatsoever, arising out of or in connection with Your use of or access to the Platform or Universal Elements Property on the Platform.

(c) Your indemnification obligation under the Terms of Use will survive the termination of Your Account or use of the Platform or nCapsule Services.

(d) Subject to applicable laws, in no event, will Universal Elements or its employees aggregate liability, arising from or related to the nCapsule Services or the use of the Platform shall not exceed INR 10 for any causes of actions brought by You or on behalf of You.

(e) The Platform and the nCapsule Services are available to Users across the Globe.

11. Violation of the Terms of Use

You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Universal Elements, for which monetary damages would be inadequate, and You consent to Universal Elements obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that Universal Elements may have at law or in equity. If Universal Elements takes any legal action against You as a result of Your violation of these Terms of Use, Universal Elements will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.

12. Miscellaneous Terms

12.1 Modification: Universal Elements reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement, on the nCapsule Application. Universal Elements reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Customer hereby acknowledges and agrees that, by using the nCapsule Services, Customer is bound by any future amendments and additions to this Agreement, the information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the nCapsule Services after any such changes shall constitute the Customer’s consent to such changes.

12.2 Supplemental Terms: Supplemental terms may apply to Customers' and Vendors' use of the nCapsule Services, such as use policies or terms related to certain features and functionality which may be modified from time to time (“Supplemental Terms”). Supplemental Terms are in addition to and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

12.3 Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity, and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid, or unenforceable (part of the) provision with a (part of a) provision that is legal, valid, and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.

12.4 Assignment: Customers may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party. Universal Elements may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without consent.

12.5 Entire Agreement: This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties concerning its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

12.6 Notices: Any notice delivered by nCapsule to Customer under this Agreement will be delivered by email to the email address associated with Customer’s account. Any notice delivered by Customer to nCapsule under this Agreement will be delivered by contacting Universal Elements on legal@nCapsule.in and/or its support representatives. Additional Territory specific notices may be required from time to time.

12.7 Governing Law Arbitration: This Agreement shall be governed exclusively by laws of India and the Parties expressly submit to the exclusive jurisdiction of the courts of Chennai. In the event of any dispute, claim or controversy arising under, or about, this Agreement (“Dispute”), such Dispute shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996. The Dispute shall be settled by a sole arbitrator, jointly appointed by the Parties. If the Parties are unable to appoint a sole arbitrator by way of mutual consent, then such arbitrator shall be appointed under the provisions of Section 11 of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Chennai, India and the arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. All arbitration proceedings shall be conducted in English. The arbitration award shall be final and binding on the Parties and shall be enforceable in any competent court of law, and the Parties agree to be bound thereby and to act accordingly.

By Registering on the nCapsule Application or Signing in to Google Workspace account through the nCapsule service(as such may be required by applicable law), Customer expressly acknowledges that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Customer agrees to be bound by the terms and conditions of this Agreement, and that Customer is legally competent to enter into this Agreement with Universal Elements.