Posted on: November 13, 2015
Effective from: November 13, 2015
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS; AND INCLUDES VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
This Agreementis a legally binding agreement between you together with the company or other business entity you are representing, if any, (herein referred to as “you” or “your”, and if you are entering into this Agreement on behalf of a company or other business entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term ‘you’ / ‘your’ shall also include to such entity) and ReDingo Technologies Private Limited, a company incorporated under the laws of India and having registered office address at 101, Avon Classic, Opp. Tata SSL, Dattapada Road, Borivali (East), Mumbai - 400066 (along with all entities which directly or indirectly controls, is controlled by, or is under common control with us are herein referred to as “we”, “us” or “our”). We shall provide our services and/or products to you subject to and conditioned upon your acceptance of this Agreement as it is.
BY CLICKING “I ACCEPT” OR “I AGREE” ON THE SIGNUP PAGE, OR BY ACCESSING AND USING OUR SERVICES AND/OR PRODUCTS IN ANY WAY, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IN FULL, THEN YOU SHOULD NOT USE OR OTHERWISE ACCESS OUR PRODUCTS, SERVICES, APPLICATIONS OR WEBSITES; AND YOU MUST EXIT NOW.
Please note that if you are a minor in the jurisdiction in which you reside, you must have the permission of, and be directly supervised by, your parent or legal guardian to use and/or access our products and/or services, and your parent or legal guardian must read and agree to the terms and conditions provided in this Agreement prior to your use and access to our products and/or services.
As part of our products and/or services, you and the User may from time to time receive updates/upgrades to our products and/or services which may be automatically downloaded and installed to your device/systems or reflected on our websites. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of our products and/or services. You agree that we may automatically deliver such updates to you as part of our products and/or services and you shall receive and install them as required for continuous services/use.
- “User Data” means any and all information and data submitted by User, including without limitation, information about User and about User’s assets/wish lists/bookmarks, and all materials that User provides or posts, uploads, inputs or submits for public or private display through our products and services.
- “Our Content” means all information, data, literature, text, messages, software, sound, music, video, photographs, designs, graphics, images, tags and all other materials and contents, as applicable, incorporated into our products and/or services or provided for use in connection with our products and/or services by us or our affiliates, agents, employees, representatives, suppliers, service providers or other customers.
- “Third-Party Products” means professional services, online web-based applications and offline products/services that are provided by third parties, inter operate with or are used in connection with our products and/or services, and are identified as being provided by third parties.
- “Third-Party Sites” means third-party websites linked to from within our products and/or services, including without limitation communications services or data processing services.
- “User” means you and your employees, representatives, consultants or agents who are authorized by you to use our products and services or uses our products and/or services on your behalf.
- We are a third-party marketplace for clients like you/the User to provide assistance for booking a session or series of sessions at participating third party gyms, clubs and fitness service providers (each a “Vendor”). In response to the User’s request, our products and services directly contacts the Vendor’s system. The availability of session is determined by the respective Vendor. Once the User has made a booking, we will provide confirmation of the reservation to the User by electronic mode.
- The Vendors have entered into agreements/arrangements with us to comply with state and central laws, rules, regulations and standards pertaining to gym services, sale, marketing and safety thereto. We, including our products and/or services, do not in any way verify the credentials or representations of any of the Vendors, the service levels or the quality of any their products or services offered by the Vendors, or the Vendor’s compliance with applicable laws.
- You and the User must make yourselves comfortable through the information provided by the Vendor on our products or platform, or by contacting the Vendor directly, or through such other means or methods as you may deem appropriate, as to the quality of products and services and reliability of the Vendor and its compliance with applicable laws.
- We clarify that all commercial/contractual terms are offered by the Vendors alone. We do not have any control or do not determine or advise or in any way involve ourselves in the offering or acceptance of such commercial/contractual terms between the Vendor and you/User.The contract is directly between you and the Vendor and we shall not and are not required to mediate or resolve anydispute or disagreement between you and the Vendor and hereby disclaim all responsibilities and liabilities.
- When a User registers for our products and services, the User is required to create a user account (“User Account”). The User will promptly update all User Account information to keep it true, accurate, and complete. You will be responsible for all activities that occur under each User Account created by or through you. You must ensure that each User keeps its password and other User Account details confidential. You agree to notify us immediately of any unauthorized use of such User Account or if you believe that User Account password is no longer confidential. We reserve the right to require any User to alter its user name and/or password. You shall ensure that no User: (a) provides any false personal information as part of User Account information or in connection with our products and services; (b) creates an User Account for anyone other than itself (or its organization/firm as applicable); (c) creates or uses more than one User Account at any given time; (d) transfers/assigns/lends the User Account to anyone else; (e) permits others to use its User Account; or (f) uses or accesses any other person’s User Account.
- In order for the User to participate in/use our products and/or services, we will require the User to provide specific information about it and (if applicable) its personal preferences. The User agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing its affiliation with any person or entity.
- Alternatively, a User may create a User Account by logging in with its credentials from a third party account with certain social networking sites (such as Twitter, Google+ or Facebook). If a User does so, it represents and warrants that it is entitled to disclose such login credentials to us and/or grant us access to such third party account without breach of any of the terms and conditions that govern its use of the applicable third party account and without obligating us to pay any fees. PLEASE NOTE THAT USER’S RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH ITS THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY ITS AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.
4FEES AND PAYMENTS TERMS
- As per our current pricing policies, your access to and use of our products and services and membership thereto is free for you.
- We reserve the right to change any fees (which includes but is not limited to, increasing prices on existing or new products and services and charging a fee for upgrades and/or for a service for which we do not currently charge a fee) at any time and from time to time. If you find any such change to the pricing of any service or product to be unacceptable, you are free to cancel or discontinue such service and/or product and also terminate this Agreement at any time, but we will not be obligated to refund any portion of pre-paid fees paid by you.
- All quoted prices and fees are exclusive of sales, value added, service and other similar taxes, and will be charged to you as applicable. You agree to pay any and all taxes, irrespective of whether they are international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement or your use of our products and services.
- All fees associated with your use and access of our services and products shall be paid in the currency referenced on our website/application at checkout.
- All payments and payment commitments by you are non-refutable and non-refundable.
- In connection with your use of our products and/or services, you may be subject to charges imposed by your broadband, wireless or other applicable carrier/internet service providers and payment of such charges is solely your responsibility.
- From time to time, we may offer trials of the premium service and/or products for a specified period without payment (“Trial”). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and to withdraw or to modify a Trial at any time without prior notice and with no liability.
6PAYMENT FOR VENDOR’S SERVICES
- The price for the Vendor’s products and services will be calculated and provided before the booking is confirmed.
- When the User places an order through our products and/or services, the User will be given a choice of payment options, including via credit/debit card, payment gateways, and/or direct payment to the relevant Vendor. If the User pays for purchase via credit/debit card or payment gateways, we will ask for a valid card details or payment gateway’s account, as applicable, which will be billed, directly through our products and services, for the purchase price/service fee of the applicable order, and ‘ReDingo Technologies Private Limited’ or ‘DINGO’ or such of our trade name will be the name that will appear on the payment statement/slip. As stated above, however, we, including our products and/or services, are not and shall not in any manner be considered the seller, dealer or supplier of any of the services ordered/booked. If we and the relevant Vendor have agreed, the User’s card/payment information may be provided to the Vendor, and in such case, the Vendor will bill the User directly. You will be notified at the time of purchase if the Vendor will be billing the User directly and you and the User hereby authorize us to transfer relevant card/payment information to such Vendor for processing.
- The payments will be processed by third party service providers such as payment gateway service providers and the terms of services as imposed by them including disclaimers shall be mutatis mutandis be applicable to you.
- You have specifically authorized us or our service providers to collect, process, facilitate and remit payments and / or the fee for the services booked by you. Your relationship with us is on a principal to principal basis and by accepting the terms of this Agreement you agree that we are an independent contractor for all purposes, and do not have control of or liability for the products or services that are listed on our products and/or services that are paid for by using the payment facility provided by or through us. We donot guarantee the identity of any person nor dowe ensure that a User or a Vendor will complete a transaction.
- You, as a service recipient, understand that upon initiating a transaction you are entering into a legally binding and enforceable contract with the Vendor to purchase its products and/or services using our booking and payment facility, and you shall pay the price/fee to the Vendor using payment facility provided by us.
- Notwithstanding anything contained herein, it is at our discretion to process a transaction or reject it; such as we reserve the right to refuse to process transactions by a User with a prior history of questionable charges including without limitation breach of anyagreements by such User with us or breach/violation of any law or any charges imposed by banks or breach of any policy.
7OUR PROPRIETARY RIGHTS
- This is an agreement for access to our products and/or services, and save and except as provided herein,the User is not granted any right, title, interest or license to any software or other intellectual property rights under this Agreement. Our products and services are based upon our proprietary technology, intellectual property and confidential information and includes Our Content. Our products and services are protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. Our products and services, including all intellectual property rights therein, belongs to us or our licensors and is our or our licensors’ property. We own or are deemed to own and retain all rights including, without limitations, copyrights in Our Content. Our Content shall not in any manner be copied, reproduced, modified, published, displayed, uploaded, posted, transmitted, performed, or distributed in any way by you or the User, and you and the User agree not to modify, rent, lease, time-share, loan, sell, distribute, transmit, broadcast, or create derivative works based on Our Content or our products and/or services, in whole or in part, by any means, except as expressly authorized in writing by us.
- The search results derived by use of our products and/or services may contain data, information or content that is not ours, and the User shall not use such data, information or content unless it has obtained permission from the owner of such content or are otherwise permitted by law.
- Our names, logos, brands and other marks used by us from time to time are our trademarks and property. The appearance, layout, color scheme, and design of our website, app, software, services and products are protected trade dress. Save and except as provided herein, you and the User do not receive any right or license to use the foregoing.
- We may use and incorporate into our products and/or services any suggestions or other feedback relating to our products and/or services provided by you or the User, without any payment or condition.
- We may add features to and/or modify any of our products and/or services from time to time, in order to improve our products and/or services and the user experience. Nothing in this Agreement shall prohibit us from making such changes to our products and/or services. We reserve the right to provide some or all elements of our products and/or services through use of third party resources.
8USER’S PROPRIETARY RIGHTS
- Subject to the provision of this Agreement, the User shall own and retain all rights to User Data. The User grants permission to us and our licensors to use the User Data as provided herein.
- We do not claim ownership of the User Data that the User provides to us including through our products and/or services, and we acknowledge and agree that, subject to the terms and conditions of this Agreement, the User will retain applicable copyright and other intellectual property rights in the User Data it already has. Notwithstanding the foregoing, the User hereby grants us a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, sub-licensable through multiple tiers, royalty-free license to: (i) copy, host, use, reproduce, modify, prepare derivative works of, improve, distribute, transmit, publish, remove, retain, add to, combine with information provided by third parties, and publicly display the User Data - (a) on and through our products and/or services for the purpose of creating, operating and maintaining our products and services and User Account; and/or (b) in our promotional and advertising materials; and (ii) sublicense to third parties such User Data to the extent necessary for the creation, operation, and maintenance of, in part or in whole, our products and services and User Account. The User also hereby grants us, the perpetual and irrevocable right to delete any or all of the User Data from our servers/systems, our products and/or services and the User Account, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to the User or any other person. The User agrees that even though the User retains certain copyright or other intellectual property rights in the User Data, the User does not own our products and/or services used to access the User Data, nor does the User own the form of the data stored on our servers or systems (including without limitation any data representing or embodying any or all of the User Data). No compensation will be paid to the User or you with respect to our or our sub-licensee’s use of the data/materials as licensed in accordance with the foregoing terms. By submitting, posting, uploading, transmitting or otherwise making available any User Data or by posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through our products and/or services. The User warrants and represents that the User owns or otherwise controls the rights necessary to do so and to grant us the license set forth above.
- You represent and warrant that: (a) you and the User have the right to grant the foregoing license and to post, submit, and make available the User Data; and (b) the User Data will not infringe, misappropriate, or violate any third party rights (including any intellectual property rights).
- You are solely responsible for the User Data and you will defend, indemnify and hold us harmless from any third party claim related to a breach of any of the foregoing obligations, representations and warranties.
- The User shall be solely responsible for back up and securing the User Data.
9CONFIDENTIAL INFORMATION OF THE USER
- We utilize reasonable physical, electronic and procedural safeguards to help us protect against the loss, misuse, disclosure and alteration of any User Data; however, the User is considered to be the controller of such User Data, and is responsible for complying with all consumer protection and data privacy laws with respect to such User Data, and will indemnify, defend, and hold us harmless and each of the Indemnified Party (as defined below) from and against any and all Liabilities (as defined below) incurred by us and/or an Indemnified Party arising out of or related to the User’s failure to so comply.
- The User hereby acknowledges that we may, from time to time, in our sole discretion, establish general practices and limits concerning the use of our products and/or services, including without limitation,: (a) the maximum number of days that specific service or product offerings, such as email messages, entries, discussion board postings or other content posted on or through the User’s page/account (to the extent available and subscribed for) will be retained by us; (b) maximum limits on bandwidth usage that will be allotted to User; (c) maximum limits on storage space; (d) the maximum number of accounts per User; (e) the maximum permitted size of data (if any) according to the type of User; and (f) maximum time limitations for the retention of User Data following expiry of any trial periods or account cancellation, if any. The User agrees that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted under or through our products and/or services, including without limitation for any User Data. The User further acknowledges and agrees that we reserve the right to change these general practices and limits at any time, in our sole discretion. If the User finds any such changes to be unacceptable for the User’s continued use of our products and/or services, the User is free to cancel its rights and terminate this Agreement at any time, without any obligation or liability on us of any nature whatsoever.
- We reserve the exclusive right to refuse or cancel any transaction/order for particular Vendor(s) and/or services that are listed at an incorrect price or are not available. This is enforceable irrespective of order confirmation or payment confirmation. In such events, if the payment has been processed by us, then the amount will be refunded via the same mode of original payment and the User will be notified of the same with a reasonable mode of communication. After placing an order, we will not entertain any request from you/the User for order cancellations. Kindly refer to the Order Cancellation Policy available at www.dingo.co.in/cancellationfor further details.
12USE OF USER DATA
- We are not responsible for the appropriateness, legality, integrity, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of any such User Data.
- The User represents, warrants, and covenants that: (a) it has the power and authority to enter into this Agreement; (b) it, being a natural person, is at least eighteen (18) years of age; (c) it will only access and use our products and/or services in accordance with the terms of this Agreement; and (d) it is and will at all times be, in full compliance with all applicable laws, regulations, rules and ordinances regarding its business, the creation, use and maintenance, as applicable, of our products and/or services, the User Data and other data, including without limitation applicable data protection laws and export control laws, and otherwise as related to this Agreement and the User’s performance hereunder.
- The User’s access to our products and services is conditioned upon its representations and warranties that he/she/it will not:
- Undertake or abet in any criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets or other intellectual property rights;
- Use our products and/or services in violation of the terms of this Agreement or any laws;
- Copy, modify, create a derivative work from, reverse engineer or reverse assemble our products and/or services and/or software thereto, or otherwise attempt to discover any source code/algorithm or allow any third party to do so;
- Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, Our Content or our products or services in any way;
- Use or launch any automated system, including without limitation, ‘robots’, ‘spiders’, or ‘offline readers’ that accesses our products and/or services in a manner that sends more request messages to our servers/systems in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web/mobile browser/applications;
- Use our products and/or services in any manner that damages, disables, overburdens, or impairs any our servers, systems, website, or app or interferes with any other party’s use and enjoyment of our products and/or services;
- Attempt to gain unauthorized access to our products and/or services or our servers, systems, website, or app;
- Access our products and/or services by any means other than through the interface that is provided by us for using or accessing our products.
- User agrees that when using our products and/or services, it will not:
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, libelous, invasive of another’s privacy, racially, religiously or ethnically objectionable indecent or unlawful topic, name, material or information.
- Publish, post, upload, distribute or disseminate any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless User has all necessary rights and consents to do so.
- Publish, promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals.
- Sell, distribute, disseminate or link to any sites for marketing, sales, or distribution of: firearms, explosives, ammunition, tobacco products and any other products or services that (i) User cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via its User Account, could cause us to violate any law, statute or regulation.
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Upload file or content that contains viruses, or any other computer codes, worms, corrupted files, or any other similar software or programs that may damage or interrupt the operation of computer systems.
- Harm minors in any way.
- Impersonate any person or entity, or falsely state or otherwise misrepresent.
- Advertise or offer to sell or buy any goods or services for any business purpose.
- Upload content that includes phishing (identity theft), pharming, distribution of virus or malware, pornography, fast flux techniques, running botnet command and control, network attacks, money laundering schemes (Ponzi, Money Mule, etc.).
- Conduct or forward pyramid schemes or chain letters.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of the material contained in a file that is uploaded.
- Use our products and/or services in any manner that could damage, disable, overburden, or impair our products and/or services or servers or restrict or inhibit any other users from using and enjoying our products and/or services.
- Violate any code of conduct or other guidelines which may be applicable for any of our products and/or services.
- Harvest or otherwise collect information about others, including e-mail addresses or contact details, without their consent.
- Violate any applicable laws or regulations.
- Do anything which is in our sole discretion illegal, unlawful, or otherwise inappropriate.
We reserve the right to immediately terminate any User’s access to any or all of our products and/or services for violations of these provisions.
- We reserve the right to prohibit the use of any of our products and/or services in connection with any specially designated nationals (SDNs) as listed by the governmental authorities or any country designated by authorities such as Office of Foreign Assets Control (OFAC) or such other authority as having limited or comprehensive trade sanctions imposed for reasons of anti-terrorism, non-proliferation, narcotics trafficking, or other reasons by the governmental authorities of countries in which we have operations or presence.
- If the User violates the guidelines listed above or any other guidelines posted on our products, services, applications or websites or the terms of this Agreement, or if we believe that any conduct or content of the User is offensive or illegal, violates the rights of, harms, or threatens the safety of third parties, or may create liability for us or third parties or breaches the terms of this Agreement, then we reserve the right (but are not obligated) to investigate and take appropriate legal action in our sole discretion, including removing such content/user from our products, services, applications or websites, notifying the appropriate authorities regarding the details of such content/user, barring violators from accessing our products, services, applications or websites, and terminating the User Accounts of such violators.
- We may immediately terminate this Agreement and/or the User’s and its representatives’, agents’, employees’, affiliates’, customers’ or any other third party’s access to and use of all or part of our products and/or services in the event we reasonably conclude that the User and/or its representatives, agents, employees, affiliates, customers etc. is or may be in breach of any of the above listed rule of conduct.
14INTERACTION WITH OTHER USERS
User is solely responsible for its interactions with other users. We reserve the right, but have no obligation, to monitor or take any action regarding disputes between User and other users.
15THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS
You and the User agrees to, jointly and severally, indemnify, defend and hold us and our suppliers, licensors, affiliates, partners, subsidiaries, employees, representatives, agents and members (each an “Indemnified Party”) harmless from and against any and all claims and demands, losses, liability, costs and expenses (including, but not limited to, attorneys’ fees and dispute resolutions costs) (collectively, “Liabilities”), incurred by an Indemnified Party arising out of or related to: (i) the User’s breach of this Agreement including without limitation the User’s breach of any of its representations and warranties or covenants herein; (ii) the creation, use, or maintenance of the User Data, including, without limitation, any allegation that any User Data or any other information or content provided by the User infringes a third person’s copyright, trademark or other proprietary or intellectual property right, or misappropriates a third person's trade secrets or is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable; (iii) any dispute or litigation between an Indemnified Party and a third party or any other third party claim caused by, arising from or relating to the User’s actions or omissions in relation to this Agreement, our products and/or services, any User Data or the User Account; (iv) the User’s negligence or misconduct; or (v) the User’s business dealings with any of its customers, including, without limitation the provision of any products or services to such customers. These obligations will survive any termination of User’s use of our products and/or services or expiry or termination of this Agreement. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of or by us and/or our suppliers, licensors, affiliates, partners, subsidiaries, employees, representatives, agents and/or members.
You acknowledge that our products and services contain valuable trade secrets and proprietary information of us and our other protected rights, and that any actual or threatened breach of this Agreement will constitute immediate, irreparable harm to us for which monetary damages would be an inadequate remedy, and hence injunctive relief is an appropriate remedy for such breach, which we shall be entitled to avail without any protest.
18DISCLAIMERS AND LIMITATIONS OF LIABILITY
- ALL INFORMATION THAT IS PROVIDED ON OR THROUGH OUR PRODUCTS AND SERVICES IS OF A GENERAL NATURE AND IS FURNISHED FOR PERSONAL READING ONLY. YOU AND THE USER AGREE AND ACKNOWLEDGE THAT WE ARE NOT A MEDICAL ORGANIZATION, HOSPITAL, PHYSICIANS, FITNESS TRAINERS OR STAFFED BY TRAINED PERSONNEL. THE INFORMATION PROVIDED THROUGH OUR PRODUCTS AND SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR MEDICAL OR FITNESS COUNSELING. BEFORE YOU OR THE USER BEGIN ANY FITNESS PROGRAM, CONSULT A PHYSICIAN TO DETERMINE IF THE FITNESS PROGRAM IS RIGHT FOR YOUR OR THE USER’S NEEDS.
- We and our suppliers, licensors, affiliates, partners, subsidiaries, employees, representatives, agents and members make no representation about the suitability, reliability, availability, timeliness, security or accuracy of our products and/or services or Our Content or any other products or services transacted through our products and/or services for any purpose whatsoever. To the maximum extent permitted by applicable law, all such information, data, software, products, service and related material are provided by us on “as is, where is” basis without warranty or condition of any kind. We and our suppliers, licensors, affiliates, partners, subsidiaries, employees, representatives, agents and members hereby disclaim all warranties and conditions of any and all kind with regard to our products and/or services and Our Content, including all statutory or implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. No statement or information, whether oral or written, obtained from us by any means or in any fashion, shall create any warranty.
- We and our suppliers, licensors, affiliates, partners, subsidiaries, employees, representatives, agents and members make no warranty or covenant or representation and hereby expressly disclaim all warranties, covenants and representations: (i) that our products and/or services will meet your or the User’s requirements or expectations; (ii) that our products and/or services will be uninterrupted, timely, without down-time, secure or error-free or that defects will be corrected; (iii) regarding the reliability, accuracy, completeness, validity or truthfulness of any information, material or other content obtained through use of or access to our products and/or services; (iv) that any information, data, download available on or through hosting servers will be free of infection by viruses, worms, trojan horses, bugs, codes, or anything else manifesting destructive properties; or (v) that the quality of any products, services, information or other material obtained by the User through our products and/or services will meet User’s expectations or satisfaction levels.
- In no event shall we or our suppliers, licensors, affiliates, partners, subsidiaries, employees, representatives, agents and members be liable for any direct, indirect, punitive, incidental, special, consequential, exemplary or other type of damages, including without limitation damages for cover or loss of use, data, revenue or profits, arising out of or in any way connected with the use or performance of our products and/or services, with the delay or inability to use our products and/or services, the provision of or failure to provide our products and/or services, or for Our Content, or otherwise arising out of this Agreement, whether based on contract, tort, negligence, strict liability, the failure of any limited remedy to achieve its essential purpose, or otherwise, even if we or our suppliers, licensors, affiliates, partners, subsidiaries, employees, representatives, agents and members has/have been advised of the possibility of damages.
- Notwithstanding the other terms of this Agreement, if at all we are determined to have any liability to the User or to you or to any third party under or pursuant to this Agreement for any loss, harm or damage, the User and you agree that our and our suppliers’, licensors’, affiliates’, partners’, subsidiaries’, directors’, employees’, representatives’, agents’ and members’ aggregate liability shall in all cases be limited to INR 100 or the total amounts actually paid to us by the User for the subject transaction through our products and/or services, whichever is less. The existence of more than one claim will not enlarge this limit on liability.
- We disclaim all liability with respect to third-party products used by the User. Our licensors shall have no liability of any kind under this Agreement and our liability with respect to any third-party products or third party content provided with our products and/or services shall be subject to this Clause.
- The foregoing disclaimer of liability is effective without regard to the form of any action, including, but not limited to, contract, negligence, tort, strict liability or any other theory.
- The User and you understand and agree that the foregoing limitation of liability is an agreed allocation of risk and an essential part of this Agreement. The User and you understand and agree that without agreement to this limitation of liability provisions, we would not have provided our products and/or services and would not have event entered into this Agreement.
19TERM, TERMINATION AND SUSPENSION
- This Agreement shall remain in full force and effect while you use our products and/or services.
- You may terminate your use or participation at any time, for any reason, by ceasing to use our products and/or servicesand notifying us. The termination as against you shall not be effective till the time you have complied with all your obligations pursuant to this Agreement.
- We have the right to immediately terminate this Agreement or suspend the User’s and your access to our products and/or services for any reason or no reason.
- We reserve the right, from time to time, to suspend or discontinue any products and services, in whole or in part, with or without notice. You agree that we will not be liable to you or to any third party for any discontinuance or suspension of such products and services, in whole or in part.
- If the User’s use of our products and/or services: (a) is being subjected to ‘denial of service’ attacks or other activity that is causing immediate, material and ongoing harm to us or others; or (ii) is being used to engage in ‘denial of service’ attacks, spamming, or illegal activity; or (iii) is causing immediate, material and ongoing harm to us or others, then we may suspend all or any access to our products and/or services.
- We are not and shall not be liable to the User or you or to any third party for any suspension or termination of our products and/or services under this Agreement.
- Immediately upon termination of this Agreement as provided herein, the User shall cease all use of our services and products.
- You and each the User hereby grant us the right to add your/its name and/or company logo, as applicable (collectively, “Name”), to our user list and web site, and to use such Names in our marketing and promotional activities. You and the Users will not use our name and/or logo publicly without our prior written consent.
- You and the User agree that hot keys, hyperlinks, logos, marks, information may be created / inserted / put on the user pages by us and no compensation of whatsoever nature shall be payable by us to User or you.
- The User hereby authorizes us to send service related transactional SMS messages, even in the case that the User’s contact number is listed as DND with the concerned telecom regulatory authority.
- Adequate Consideration: You agree that this Agreement is supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby confirmed and acknowledged by you. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of our products and services and receipt or use of data, content and use or display of your user-generated content.
- Amendment: We may update and change any part or all of this Agreement, including but not limited to the fees and charges associated with the use of our products and/or services, at our sole and absolute discretion.
- No Waiver: No delay in exercising our rights or remedies will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.
- Governing Law and Dispute Resolution: To the maximum extent permitted by law, this Agreement shall be governed by the laws of India without reference to conflicts of law principles, and subject to the arbitration provision below, both you and the User(s) hereby consent to the exclusive jurisdiction and venue of courts in Mumbai in all disputes arising out of or relating to the use of our products and/or services or relating to this Agreement. Any dispute under this Agreement shall be referred for resolution by arbitration by a sole arbitrator appointed by us. Such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 and rules and ordinances thereto, as amended from time to time.You hereby consent to waive to claim personal jurisdiction and venue in the above-referenced courts and agree not to challenge or object to such jurisdiction.
- Force Majeure: We shall not be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage; government restrictions (including the denial or cancellation of any export or other license); or any other event outside our reasonable control.
- Relationship of the Parties: We and you/the User agree that no joint venture, partnership, employment or agency relationship exists between you/the User and us as a result of this Agreement or the User’s use of our products and/or services. This Agreement is entered into by and between us and you/User on principal to principal basis. We do not and shall not be deemed to assume any responsibility or liability whatsoever either to you or the User or to our customer/buyer/supplier or any third party regarding the transactions that may take place pursuant your use of: (a) our products, services, search results and/or Our Content; or (b) the User Account or (c) the User’s credit card, debit card or net banking or any other mode of payment.
- Severability: If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
- Feedback: By providing comments, suggestions and other feedback relating to our products, services, applications and business (collectively, “Feedback”) to us, you grant to us an irrevocable, perpetual, non-exclusive, royalty-free and fully paid, worldwide, transferable license, with the right to sublicense the right to use and exploit such Feedback, in any format or medium now known or developed in the future, for any purpose and in any manner. We will have no obligation to compensate you in connection with any Feedback.
- Communication and Notices: The communications between you and us use electronic means, whether you use our products and/or services or send us emails, or whether we post notices on our websites/applications or communicate with you via email, for contractual purposes, you: (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement as if it were in hardcopy writing. Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt.
To us: email@example.com
To you/User: As per the contact details provided to us at the time of registration or as may be updated from time to time in our records.
We may give electronic notices to our user base by means of a general notice via our products and/or services or may give electronic notices specific to the User by email to appropriate User e-mail addresses on record in our account information database for the User. We may give telephonic notice to the User by calls to appropriate numbers on record in our account information database for the User.
- Entire Agreement: Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between you/User and us with respect to our products and/or services and supersedes all prior or contemporaneous communications, proposals and agreements, whether electronic, oral or written, between you/User and us with respect to the subject matter of this Agreement. We object to and reject any additional or different terms proposed by you/User. Our failure to object elsewhere to any provisions of any subsequent document, communication, or act of User shall not be deemed a waiver of any of the terms hereof. Our obligations hereunder are neither contingent on the delivery of any future functionality or features of our products and/or services nor dependent on any oral or written public comments made by us regarding future functionality or features of our products and/or services.
- Independent Review: You and eachUser acknowledge to have reading and fully understanding the terms and conditions of this Agreement and all related policies referenced and incorporated in this Agreement and agree to all its terms and conditions. You and each User acknowledge to have independently evaluated all aspects of this Agreement and the desirability of entering into the arrangement contemplated in this Agreement and are not relying on any representation, warranty, guarantee or statement. In entering into this Agreement and accepting the terms and conditions set forth herein, you and each User represent to have relied upon the legal advice of your attorneys/legal advisors. Notwithstanding the identity of the drafters of this Agreement, there will be no presumption for or against us or any other person arising out of or relating to the identity of such drafters.
- Assignment: Neither you nor theUser shall assign or transfer this Agreement, in part or full, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign or transfer this Agreement, if full or in part, along with all rights and benefits to any successor or assigns or any other person without any consent of the User or you.
- Headings: The headings of sections/clauses included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
- Language: This Agreement and all related documents be drawn up in English language and shall be interpreted only in English language.
- Survival: The provisions of this Agreement, which by its nature survives including without limitation Clauses such as our proprietary rights, your indemnification obligations, your confidentiality obligations, our disclaimers, our limitations of liability and termination provisions.