TERMS OF SERVICES
This document contains terms and conditions (“Terms of Services”) as an electronic record pursuant to the provisions of the Indian Information Technology Act, 2000, (“IT Act”), and rules made thereunder. Further, this electronic record is generated by a computer system and does not require any physical or digital signatures. This electronic record is published in accordance with the relevant provisions of the IT Act and rules made thereunder.
Please note that the website having domain name wishup.co (the “Website”) is owned, managed and operated by Wishup Technology Private Limited, a private limited company incorporated under the provisions of the Companies Act, 2013 and having its registered office at 204, Amber Tower, Behind Akash Cinema, Azadpur, Delhi, North Delhi – 110033, India (hereinafter collectively referred to as “We”, “Company”, “Us”, or “Our”).
For the purpose of these Terms of Services hereinabove, wherever the context so requires, the terms “You”, “you”, “Your”, “your”, or “User”, shall mean and include any company / body corporate who avail the Services (as defined below) offered through the Website.
Please note that the Website offers and provide remote virtual assistants or consultants (“Service Provider(s)”) to aid and assist the Users with their technical, non-technical and/ or specialized professional service requirements, including but not limited to book keeping, software testers/engineers, virtual assistance or such other services as requested by the Users and is within the scope of the services offered by the Company, in accordance with the terms and conditions as contained herein (collectively referred as “Services”).
IN CASE YOU DO NOT AGREE WITH THESE TERMS OF SERVICES, THEN PLEASE REFRAIN FROM USING AND ACCESSING THE WEBSITE AND AVAILING ANY OF THE SERVICES ON THE WEBSITE.
It is further clarified that by availing the Services on the Website, and/or visiting, viewing, accessing or otherwise using the Services or information created, collected, compiled or submitted to the Website, you are deemed to have agreed to these Terms of Services and all the policies of the Website.
It is hereby clarified that the Company may, from time to time, change provisions related to the Services which also includes changing of the extent and scope of Services and/ or include any other category of service or facility within the term ‘Services’, at the sole discretion of the Company. You can determine when these Terms of Services were last revised by referring to ‘LAST UPDATED’ at the top of these Terms of Services. Your continued use of the Website shall be deemed to signify your acceptance of these provisions or amended provisions of these Terms of Services.
We reserve the right to change, modify, amend, or update the Terms of Services, at our discretion, from time to time and such amended provisions of the Terms of Services shall be effective immediately upon being posted/ uploaded on the Website.
“Account" shall mean the account/user profile created by the Users on the Website by submitting the User Data, in accordance with the terms as specified under Clause 4 (Creating An Account) below;
“Applicable Laws” means any applicable law, rule, regulation, ordinance, order, treaty, judgment, notification, decree, bye-law, governmental approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law and shall include any of the foregoing, injunction, permit or decision of any central, state or local, municipal government, authority, agency, court having jurisdiction over the matter in question;
“Confidential Information” pertaining to the User shall include all such information that the User provides to the Company and/or the Service Provider(s), and that the User reasonably expects to be kept confidential. This includes confidential details of the User’s business, any document in writing, any drawing, map, plan, diagram, design, picture or other image or record embodying information in any form;
“User Data” shall mean all the data and information as may be required by the Company for the purposes of creation of Account of the User on the Website and/or for the purposes of providing and enabling the Services to the User which may include, inter alia, name, email address, phone number, address, Bank account or card details etc;
“User Input” shall mean all the guidelines, instructions, materials, details, information, documents and other technical and non-technical details provided by the User for the preparation and delivery of the Deliverables by the Service Providers, in furtherance of the Services availed by the User as offered on the Website.
CREATING AN ACCOUNT
Please note that the Website provides various Services and in order to avail, access and use such Services, the User is required to create an Account on the Website and become a registered User by following a sign up process of the Website.
To create an Account and complete the registration process in order to avail the Services of the Website, the User shall be required to provide the User Data and any other information deemed necessary by the Company for the registration of the User to provide the Services.
You agree that the information provided by you is accurate and correct and you shall also update such information and data, from time to time, in case of any change thereto and/ or as and when required and asked by the Company in this regard. If you provide any information that is untrue, inaccurate, not current or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the Terms of Services herein and the other policies of the Company, we shall have the right to indefinitely suspend or terminate your account or block your access of the Website.
You shall log-out from your Account at the end of each session in order to ensure complete security and secrecy of your data and Company’s data. The registered User shall be responsible for safeguarding the Account, password and all the information and data associated with such Account. For the safety of the data, and information in such Account and prevention of any possibility of any unauthorised use thereof, it is suggested that You use a strong password and not disclose the password to any third parties.
You are solely responsible for maintaining the confidentiality of your Account and the display/user name and the login details, received by You at the time of your sign-up/sign-in and you are fully responsible for all activities that occur under the same and the Company shall not be liable or responsible in any manner whatsoever in this regard. You expressly agree that you will immediately notify Us about any actual or potential unauthorized use of your Account, display/user name, login details, and/ or other information related thereof or any breach of security by a third party and, in this regard, the Company/Website shall not be responsible for any liabilities that You may incur from the misuse of the Account or password or any data and information contained therein. You agree that the Company cannot and will not be liable for any loss or damage arising from your failure to comply with the Terms of Services.
It is clarified that upon receiving a notification/ intimation/ apprehension of any actual or potential unauthorised use of any Account, We may, at our discretion, take action to block access to such Account at the earliest and take all other actions as may be required under the Applicable Laws.
The User shall be responsible for safeguarding the Account and all the information and data associated with such Account. For the safety of the data and information in such Account and prevention of any possibility of any unauthorised use thereof, it is suggested to the User to not to disclose the login information to any third parties.
The Company (including but not limited to its subsidiaries/affiliates) may, contact the User through SMS, Whatsapp, email, call, and any other form of electronic and non-digital channels to give information about their offerings as well as notifications on various important updates and/or to seek permission for demonstration of its new services. The User expressly grants such permission to contact him/her through telephone, SMS, e-mail. By registering yourself, you agree to make your contact details available to Our employees, associates, subsidiaries, affiliates and partners so that you may be contacted for offerings and promotions.
CONDITIONS TO USE WEBSITE
You agree that you will act lawfully, diligently and honestly at all times when you access and use the Website and/or avail the Services and will comply with all the Applicable Laws, rules, regulations, legislations, notifications, circulars, guidelines, standards, codes, policies, orders, approvals, ordinances, judgments, decrees, injunctions, writs, arbitral award, bye-laws, or any similar form of decision, determination, or adjudication having the force of law, as amended from time to time, applicable to your use of the Website and/or availing the Services.
You agree that you will not interfere with, jeopardise, disrupt or harm the Website, and/or Services and that you will not intercept, expropriate, re-use, steal or re-utilise any system, data, graphic media, coding or information comprised in or provided to you via the Website and/or Services.
We will provide you with any help you may reasonably require to access the Website and/or Services but We shall not be responsible if you are unable to access any section of the Website or the Services for any reason. We do not guarantee you access to the Services at any and all times. We do not guarantee that while you are accessing the Website, your access will be uninterrupted, without delay/interference, secure and/or error-free or operate as set out and anticipated in these Terms of Services. Accordingly, We reserve the right, at any time, to suspend or discontinue the Website and/or the Services for any reason without incurring any liability or obligation to you.
You agree that the information you provide to the Company on the Website at the time of sign-up and any time thereafter and any information displayed under your Account at all times will be true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the Terms of Services herein and the other policies of the Company, We shall have the right to indefinitely suspend or terminate your Account or block your access on the Website.
If We reasonably believe that your Account and password is being used / misused in any manner, We reserve the right to cancel your right to access the Website and the Account immediately without notice, and block access to that particular IP address. You agree to notify Us immediately of any unauthorized use of your Account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your Account. However, you could be held liable for all the losses, claims and liabilities incurred by the Company due to someone else using your Account.
Further, by using the Website and/or Services or sending emails, data, information or communication through the Website, you consent to receiving communications via electronic records from Us periodically and as and when required.
The Services availed by the User and the assistance of the Service Providers in relation to such Services shall not be used for any illegal purpose by You. You may not access our networks, computers, program(s) and services in any manner that could damage, disable, overburden, or impair them, or interfere with any other person's use and enjoyment. You may not attempt to gain unauthorized access to any information or services, other accounts, computer systems, or networks connected with the Website. You may not use any automated means (such as a scraper) to access the Website and the data on the Website for any purpose. Such unauthorized access includes, but is not limited to, using another person’s login credentials to access his or her Account. Any attempt by any individual or entity to solicit login information of any other user registered on the Website or to access any such Account is an express and direct violation of these Terms of Services and of Applicable Law(s), including relevant privacy and security laws and laws prohibiting unfair or unethical business practices.
We may, at Our sole discretion, suspend the User’s ability to use or access the Website and/or Services at any time while We investigate complaints or alleged violations of these Terms of Services, or for any other reason.
Any feedback the User provides with respect to the Website and/or the Services availed by the User through the Website shall be deemed to be non-confidential and the Company shall be free to use such information on an unrestricted basis. Further, by submitting the feedback, the User represents and warrants that (i) such feedback does not contain confidential or proprietary information of such User or of third parties; (ii) the Company is not under any obligation of confidentiality, express or implied, with respect to the feedback; and (iii) the User is not entitled to any compensation or reimbursement of any kind from the Company for the feedback under any circumstances, unless specified.
The User shall not make any defamatory or derogatory remarks for the Company, the Website or any person connected with the Company. Further, it is expressly clarified that the User shall not make any public statement or press statement or provide any interviews in connection with the Services provided through the Website, the Company and any person connected with respect to the Services rendered through the Website without the prior written approval of the Company. The User shall not commit any act which may prejudice the reputation of the Company. Additionally, the Company shall be entitled to terminate any arrangement with the User, pursuant to these terms or any other agreement to be entered into between the User and the Company, immediately if the User intentionally makes any voluntary statement or commits any voluntary act that is or becomes generally known to the public where such statement or act is the direct cause of a material adverse impact on the Company and the Website.
GENERAL TERMS FOR THE SERVICES
The Website facilitates the User to select Service Provider(s) for performing such services as per the User’s requirements. Additionally, the Company also facilitates the interaction between the User and such Service Provider(s), through various mediums such as emails, Whatsapp or such other medium as preferred by the User, pertaining to a particular project to be undertaken by the Service Provider(s), timelines, Deliverable(s), progress and update pertaining to the project / task assigned by the User.
The Company shall endeavour on a best efforts basis that the Service Provider assigned to the User shall work diligently towards such Users’ project and delivers the Deliverables timely as per the agreed timelines. Pursuant to the User having provided prior intimation to the Company and received approval of the Company, the User may request the Service Provider(s) at any future time to amend the scope of the work or services performed by such Service Provider provided such amendment to the scope of work is mutually agreed between the User, Company and the Service Provider.
In the event any of the Service Provider perform unsatisfactorily in terms of the quality of the Deliverables delivered, breach of agreed timelines and/or any other related issues, the User has the option to replace such Service Provider by submitting a request to the designated account manager of the Company.
The User shall specify the exact requirements pertaining to the project(s) to be undertaken, to the Company through the Website and insert the details pertaining to such project, including, but not limited to, the scope of the work under such project(s), timelines and milestones to be achieved, Deliverables (if applicable), duration of the project(s) and such other information as requested by the Company and is relevant for the Company to facilitate the User to choose a Service Provider to perform the services for the User and the interaction between such Service Provider and the User. The User further agrees that the Company may ask for additional information other than the information sought on the Website for the specific project(s) at the time of registration.
In order to fulfil any tasks with respect to any project(s) assigned by the User to the Service Provider, the Users may require such Service Provider(s) to contact third party contractors or vendors in order to complete their project(s). Such service requests pertaining to the project(s) may require the Service Provider(s) to contact, provide information to, and/or carry out purchases from such third party contractors or vendors of the User on behalf of a User. Please note that none of these third party contractors or vendors are employed by the Company, nor do they act as an agent for the Company, and the Company does not owe any liability with respect to the services provided by such third party contractors or vendors.
You acknowledge and agree that You shall work as per the laws of the land from where You work.
You acknowledge and agree that certain descriptions of the Service Providers available on the Website are not guaranteed to be accurate. The Company disclaims all liabilities and responsibilities for any direct or indirect loss or damage which may be suffered by the User by relying on anything contained in or omitted from the Website.
You acknowledge that pursuant to the services performed by the Service Provider(s) for you, the Service Provider(s) may express its opinion or views while performing the services or delivering the Deliverables to you. In this regard, please note that such Service Providers are not employees of the Company and the Company does not endorse any such opinion, recommendation, or advice expressed by such Service Providers and is not responsible for such opinions or views of the Service Providers or any claims resulting from such opinions or views. The Company further makes no warranties or representations whatsoever regarding the quality, content, completeness, or adequacy of any Deliverable(s) delivered by the Service Providers and disclaims any responsibility for any errors and accuracy of the information that may be contained in the Deliverables therein.
While the Company may make efforts to train the Service Providers as listed on the Website, however, it makes no warranties or representations whatsoever regarding the quality and competence of such Service Provider and would not be responsible for any deviant behaviour of any such Service Provider. Any feedback from the User relating to the same is most welcome and the Company reserves the right and discretion to take any action in this regard.
The User understands and acknowledges that We engage, retain or as per requirement and business needs of the Company, employ or engage the Service Providers. These Service Providers may use and store the User Input or any Confidential Information shared by the User with the Service Provider for undertaking any project and performing any services and/or preparing the Deliverables pursuant to such project during the term of the engagement between the User and the Company. Further, such Service Providers shall not store any User Input and Confidential Information longer than necessary for the abovementioned purposes.
The User accepts and acknowledges that the Company does not provide any representation or guarantee and shall not be held liable for any loss incurred by the User in pursuance to any commitment made with regards to the services and/or Deliverables provided by the Service Providers.
By using the Services, the User hereby consent to the Company to record and store: (i) the User Input; (ii) the call recordings (if any) between the Service Provider(s) and the User to assess and assist the User in the timely delivery of the Deliverables and to respond to any User request pertaining to the project undertaken by the Service Provider(s); and (iii) such other information as provided by the User through the Website or such other medium while availing the Services, for such period as maybe decided by the Company at its sole discretion.
Unless explicitly specified otherwise in the Website, the Company's responsibilities are limited to facilitating the Services through the Website and shall not be liable for any act, omission, conduct, advice, recommendation, etc. provided by any Service Provider(s).
Please note that the Company grants You a limited, non-transferable and non-exclusive licence to use and access and make personal use of the Website, but you are not permitted to modify it, or any portion of it, in any manner, except with express written consent of the Company.
You may use the Services offered through the Website, as long as you comply with these Terms of Services and any Applicable Law.
The following restrictions apply to your use of the Services. You are not allowed to: (i) misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions; and (ii) use the Services for any illegal or unauthorized purpose as against any Applicable Law.
You shall use the Services only for the purpose for which it is being provided and your conduct shall be in accordance with all the terms and conditions and policies mentioned on the Website. Violation of any of our terms and conditions, policies and guidelines may result in suspension, termination of your account and also, we reserve the right to initiate any action against you that we deem fit.
The User acknowledges and agrees that the Service Providers are not the employees, agents, representatives, contractors, partners of the Company and the Company takes no responsibility for any act, omission, advice, service, representation, etc. of any such Service Providers. The User further acknowledges that the Company only provides Service Providers and does not exercise any control, direct or indirect, over the work which may be assigned to such Service Providers by the Users. As further described in this Terms of Services, the Company/Website makes no representation, warranty or guarantee whatsoever as to (a) the accuracy of the representations made or the information shared by such Service Providers to the User; (b) the accuracy of the information exchanged between the Service Providers and the User; (c) the quality, nature, usefulness, relevance, accuracy of the services and the Deliverables provided by the Service Providers.
You agree that You will not use and will not permit any third party to use, the Services to: (i) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts the Website’s networks, Your User Account, the Services; (ii) engage in activity that is illegal, fraudulent, false, or misleading; (iii) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (iv) use the Website and/or Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any Applicable Law or regulation; (v) upload or transmit any software, or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software, networks or other users of Services; (vi) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services and the Website’s security systems; (vii) use the Services in violation of any of the Company’s policy or in a manner that violates any Applicable Law, and You agree that You are solely responsible for compliance with all such laws and regulations.
The User undertakes that the User shall use the Website only for availing Service(s) and shall not permit the Website/User Account/Service(s)/Deliverables to be used by or for the benefit of anyone other than the User without the Company’s prior written permission. The User is responsible for (i) providing the requisite User Data and information requested by the Website for availing the Service(s) and access features of the Website; and (ii) using the Website/availing the Service(s) in accordance with all Applicable Laws and regulations.
Further, the Company may from time-to-time, create/record and upload/disseminate videos, audios/sound recordings, voice, image, achievements, testimonials, narratives, success stories, content and other materials pertaining to User’s experiences pertaining to the Website and the Services offered through the Website (“Success Stories”), and further, share such Success Stories on or outside the Website or any other websites or related pages or any other social media platforms and such content created with respect to such Success Stories shall be the exclusive property of the Company. The User undertakes not to reproduce, transmit, retransmit, distribute, publish, post, share or make available the said videos, audios/ sound recordings, content and other materials or any part thereof in any manner whatsoever, without the prior approval of the Company.
The User unconditionally, irrevocably releases the Company from any claim arising out of the usage of Success Stories by the Company through various means, including advertising or publication in any form or mode. Further, the User agrees that the Company shall have no obligation towards the User and shall not be held responsible with respect to any advertising or promotional material which the Company may create and disseminate based upon any Success Stories. The User agrees that he/she shall not be entitled to any compensation or other rights or benefits against such promotional usage of any Success Stories by the Company.
CODE OF CONDUCT
The User agrees not to:
reveal/disclose confidential or proprietary information of other users, the Company/ Website or any third party when the User receives or comes in possession of such confidential or proprietary information;
incorporate any computer contaminant, software virus or any computer code or file or program on the Website designed to interrupt, destroy or limit the functionality of the Website;
incorporate or introduce any program on the Website that might infringe the intellectual property rights of the Company/ Website and/or any other User;
download, copy, or reproduce any file or information available on the Website which the User knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed;
in any way, deface or vandalize the Website or prevent or restrict others from using the Website;
stalks, threaten or harass any other User or infringe upon or attempt to infringe upon their privacy;
infringe any patent, trademark, copyright or other proprietary rights or third party’s trade secrets or rights of publicity or privacy of the Company/ Website, other Users of the Website or any third party;
impersonate any person or entity, or falsely state or otherwise misrepresent themselves or their affiliation with any person or entity;
directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any Applicable Law; and
create liability for the Company/ Website or cause the Company/ Website to lose (in whole or in part) the services of its internet service provider or other suppliers.
take any action that imposes, or may impose an unreasonable or disproportionately large load on the Company’s infrastructure;
It is also clarified that you shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any Service(s), or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Service(s), to obtain or attempt to obtain any materials or information through any means not purposely made available through the Website. We reserve the right to bar any such activity.
You agree that you shall not attempt to gain unauthorized access to any portion or feature of the Website or any feature pertaining to availing of Services or any other systems or networks connected to the Website or to any server, computer, network offered on or through the Website, by hacking, password “mining” or any other illegitimate mean.
You agree that you shall not probe, scan or test the vulnerability of the Website or any network connected to the Website nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other User of or visitor to Website, or any other client/customer/member of the Company/ Website including any Account on the Website not owned/operated/managed by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website.
You agree that you shall not make any negative, denigrating or defamatory statement and/or comment about the Website / Company, its Services or the brand name or domain name used by the Company/ Website or otherwise engage in any conduct or action that might tarnish the image, goodwill or reputation of the Website/ Company or other Users on the Website or other business partners of the Company or otherwise tarnish or dilute any of the Company’s trade or service marks, trade name and/or goodwill associated with such trade or service marks, trade name as may be owned or used by the Company/Website.
You undertake that You shall not, whether by yourself, or through any affiliate, relative or any third party, directly or indirectly, set up, operate, own, manage, participate in the operation, management or control, of any third party entity, business, or trade (whether directly or indirectly) which is engaged in the business activities or providing the services same/similar to that of the Company or which incorporates and/or uses the services or features of the Website, the Confidential Information of the Company, and/or Company’s Intellectual Property Rights, during the Term and for a period of 1 (One) year post the termination or expiry of the definitive agreement entered between the Parties. You shall not undertake or carry out any activity which creates any feature, work, product, services offerings or any part thereto, incorporating and using the Confidential Information and/or Company’s Intellectual Property Rights or creating any derivative thereof work using and incorporating such Confidential Information and/or Company’s Intellectual Property Rights.
You agree that you will not use the Website, its Services or any content thereof for any purpose which is unlawful or prohibited by these Terms or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company/ Website, its Users and/or other third parties.
You agree that you shall, at all times, ensure full compliance with all Applicable Laws, rules and regulations and international laws, statutes, ordinances and regulations regarding availing of the Services.
The Client undertakes and acknowledges that the Service Provider assigned and engaged by the Company towards the performance of the Services and/or the delivery of the Deliverables, shall continue to remain associated with the Company, and nothing contained in this Agreement shall create any commercial relationship between the Service Provider and the Client. The Client agrees that for the term of this Agreement and for a period of two (2) years thereafter, the Client will not directly or indirectly, recruit, solicit, discuss employment with, hire, employ or engage in any form of business/employment/contractual relations with the Service Providers and other employees, sub-contractors and agents associated with the Company that have been made available by and through the Company in furtherance of this Agreement and such Service Providers, employees, sub-contractors and agents associated either directly or indirectly with the Company but not working with the Client. In the event of breach of this Clause, the Client shall be liable to pay the Company pre-estimated liquidated damage equivalent to $50,000.00 (Fifty Thousand US Dollars).
The Client shall be liable to pay the pre-estimated liquidated damages to the Company, within 30 days of the receipt of the formal written notice raised by the Company towards the same. The Client agrees that in the event of any default in the payment of the aforesaid pre-estimated liquidated damages within the stipulated time period, an interest of 2% per month (Two percent per month) shall be charged on the default amount payable by the Client.
The Client agrees that the covenant, restriction or restraint imposed in the Clause hereinabove is reasonable to ensure and safeguard the interest of the Company, from any circumvention by the Client. Furthermore, the Parties agree that the provisions of this clause shall survive the termination of the Agreement.
USER DATA AND USER INPUT
The User shall upload, post, display, submit or transmit certain User Data in order to access and use the Services offered on the Website.
You agree that You are solely responsible for the content sent or transmitted by You or displayed or uploaded by You while using the Services and for compliance with all Applicable Laws pertaining to the User Data and/or User Input, including, but not limited to, laws requiring You to obtain the consent of a third party to use the User Data and/or User Input and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload/share the User Data and/or User Input on the Website or such other medium as required for availing the Services and that such use does not violate or infringe any rights of any third party.
The Company/Website does not analyze the User Data and/or User Input and thus is not responsible for any copyright infringements which may affect third-parties. The User will be responsible of any penalty, sanction, and/or fine which the courts or other competent authorities could issue against the Company/Website for any such copyright infringements affecting any third party and non-compliance with such rights of third parties or any part of this Terms of Services.
The User represents and warrants that: (i) it is the owner of the User Data and/or User Input displayed, transmitted and/or shared by the User on or through the Website or otherwise have the right to grant the license set forth in this section; (ii) the User Data and/or User Input does not and will not violate any third-party rights, including without limitation any intellectual property rights or rights of privacy or publicity; and (iii) displaying, transmitting or sharing the User Data and/or User Input on the Website or such other mediums does not result in a breach of contract between the User and a third party. Additionally, the User grants the license to the Company to use such User Data and/or User Input as set forth herein.
Under no circumstances will the Company be liable in any way for any:
User Data and/or User Input that is transmitted or viewed while using the Services;
errors or omissions in the User Data and/or User Input; or
any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to the User Data and/or User Input.
Although the Company/Website is not responsible for any User Data and/or User Input, however, the Company/Website at its own discretion may delete any User Data and/or User Input or choose to not transmit any User Data and/or User Input, at any time without notice to You, if it becomes aware that such User Data and/or User Input violates any provision of these Terms of Services, or any Applicable Law. You retain copyright and any other rights You already hold in such User Data and/or User Input which You submit, post, transmit or display on or through the Website or such other medium as required by the Company/Service Provider to perform and provide the Services and/or Deliverables.
The User hereby grants the Company/Website a non-exclusive, royalty-free, sublicensable, and transferable license to host, store, transmit, use in any way, display and edit such User Data and/or User Input. This license is for the limited purpose of operating, developing, providing, and improving the Services and displaying and transmitting the User Data and/or User Input for facilitating the Services to the User through the Website or such other mediums as agreed between the User and the Service Providers.
The User hereby acknowledges that it is solely responsible for the User Data and/or User Input and shall be solely liable for any consequences including, but not limited to any claims, costs, losses, damages, expenses, judgments, any other possible conflicts, disputes, or issues arising out of or related to such User Data and/or User Input.
The User agrees and acknowledges that the User Data and/or User Input posted, shared or uploaded on the Website or shared through any other medium with the Company/Service Providers shall be the property of the User and the User shall be solely responsible for any unauthorized use or misuse of such User Data and/or User Input and further indemnify and hold harmless the Company for any claim, damages, losses, expenses brought against, accrued and/or incurred by the Company in this regard.
The User shall not display, share or otherwise transmit any image, photograph or picture through the Website for the purpose of generating any content that:
is unlawful, harmful, defamatory, obscene, abusive, offensive, pornographic, indecent, lewd, harassing, threatening, invasive of personal privacy or publicity rights, or otherwise objectionable;
would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any Applicable Law;
may infringe any third party intellectual or proprietary right;
contains any private or personal information of a third party without such third party’s consent;
contains any information or content that you do not have a right to make available under any Applicable Law; or
is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose the Company to any harm or liability of any type.
REPLACEMENT, CANCELLATION AND REFUND POLICY
The Company agrees to provide the Client with the option to replace the assigned Service Provider(s) in case of any on-going issues between the Client and the assigned Service Provider(s) in relation to the quality and/or timelines of the Deliverables. However, in the event the Client requests for such replacement of the assigned Service Provider(s), the Client agrees to solely undertake all the handover formalities concerning such replacement to the new Service Provider(s). The Client also agrees that the Company shall not be obligated to respond to any replacement requests, in case of repeated requests for replacements by the Client in a short span of time. However, in such events, the Company may conduct its internal enquiry and basis the findings of such enquiry and upon its sole discretion shall decide whether to replace the assigned Service Provider(s) to the Client.
The Parties agree that the User may cancel any Service(s) availed within one month of using such Services. Upon such cancellation, the User will be entitled to pro-rata refund of the subscription amount paid by the User towards availing such Service(s). For cancellation of Services after the initial period of one month, the User would be required to provide one month of advance notice to the Company through email at [email protected] or communicating the same to the allotted account manager as a pre-condition for cancellation of the Services.
In the event that the User’s account is suspended or terminated, the User shall not be entitled to any refund for the Services purchased through the Website, except as may be determined by the Company in its sole discretion.
In addition to and not in derogation of, the specific indemnities provided by You to the Company under these Terms of Services and/or policies of the Company, You agree to indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, consultants, representatives, shareholders, contractors, users and agents etc. against any and all losses arising out of or in connection with, any claim, suit, action or other proceeding brought against the Company/ the Website, to the extent such losses are based on or arising out of or in connection with: (a) any breach or non-performance of any of the Terms of Services and/ or other terms and conditions of the Company/ Website with respect to use and access of the Website and availing of Service(s); (b) truthfulness and correctness of the User Data and/or User Input provided by the User at the time of creating an account on the Website and/ or availing the Service(s); (c) any content posted by the User on the Website and User's use of the Service(s) available on the Website; and/or (d) breach of any third party rights (including, but not limited to, claims in respect of defamation, invasion of privacy, or infringement of any other intellectual property rights).
The User agrees that the Company shall not have any liability to the User, to the extent that any infringement or claim thereof is attributable to: (a) compliance with specifications or instructions provided by the User; (b) use of the Deliverable(s) in an application or environment for which it was not designed or contemplated; (c) modifications of a Deliverable by anyone other than Service Provider(s) or any third party where the unmodified version of the Deliverable would not have been infringing; and/or (d) use or incorporation of the confidential or proprietary information provided by the User in performance of the Services or delivery of the Deliverables; and the User hereby agrees to indemnify and hold harmless the Company from and against any losses in this regard.
INTELLECTUAL PROPERTY RIGHTS
For the purpose of these Terms of Services herein, the terms, “IPRs” or “Intellectual Property Rights” shall mean on a worldwide basis, all patents, copyrights, trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and registrations, internet domain names, design rights, and all other proprietary and intellectual property rights as may exist now and hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under any Applicable Law.
It is further acknowledged and agreed by you that all the IPRs in all material presented on the Website, including but not limited to text, audio, video or graphical images, interfaces, graphics, design, compilation, information, computer code, materials, software, downloadable software, trademarks, logos and all other materials appearing on the Website are the property of the Company and are protected under applicable Indian laws.
It is hereby clarified and agreed by you that (i) the Company owns all the intellectual property rights in and relating to the Website and Services offered through the Website and your use of the Website and/or availing of Services does not grant or confer you any rights in relation to our IPRs; (ii) the structure of the Website shall not be reproduced, distributed or published, in whole or in part, by you for any purpose; other than in connection with your limited use of the Website and/or availing of Services; (iii) you shall not copy, reproduce, download, publish, adapt, create derivative works, re-publish, post, broadcast, record, print, commercially exploit, transmit, edit, communicate to the public or distribute in any other way, any IPRs, confidential or proprietary information or content in relation to the Company/Website, Services; (iv) by using, accessing the Website and/ or availing the Services, you acknowledge and agree that the general layout, content and design of the Website is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws and these Terms of Services does not grant to you any rights to any IPRs in respect of the Website or any content available on the Website; (v) the User cannot adapt or use any trademark, service mark, trade name, logo or domain name similar to or likely to be confused with those of the Company/ Website or take any other action that infringes upon or impairs the Company’s trademark (whether registered or unregistered) or other IPRs; and (vi) other than as set out in this clause and the Company’s policies, you are not permitted to use any of our intellectual property rights without our (and our affiliates’, licensor’s or suppliers’) prior written consent.
All the Client Inputs and materials/documents provided by the Client to the Company and Service Provider(s) under this Agreement (“Client Materials”) shall always be identified as proprietary information of the Client and the Client shall be the owner of the Intellectual Property Rights therein. To the extent any Client Materials are necessarily required for the performance of the Services and the Deliverable(s), the Client grants to Service Provider(s) and the Company a non-exclusive, non-transferable, royalty-free, license to use such Client Materials solely in conjunction with its performance of Services/Deliverable(s). Client warrants that the Client Materials shall be free and clear of any claim of any third party of infringement of any copyright, design or other proprietary right. Client shall indemnify and hold the Company and its Service Providers and other employees, officers, directors and shareholders harmless from and against any claims brought by third parties based upon infringement of any Intellectual Property Right, including copyright, design or other proprietary right in connection with any Client Material provided by Client pursuant to the terms of this Agreement.
The Parties hereby acknowledges and agrees that all the products developed, prepared, first reduced to practice, conceived, created and/or delivered in pursuance of the Deliverable(s) rendered by the Service Provider(s) (“Developed IP”) shall be assigned to the Client, subject to fulfilment of the payment obligations towards the Subscription Fees and any other dues towards the Company by the Client. Until, the payment obligations are fulfilled, the Company shall be considered to be the owner of such Developed IP which is developed by the Service Provider(s) during the course of performance of the Deliverable(s) under this Agreement.
You agree that the Company, in its sole discretion and for any reason whatsoever, including inter alia, without limitation if you breach these Terms of Services, may terminate your access to and use of the Website, at any time. You agree that any termination of your access to the Website and/ or suspension/ termination of your Account may be affected without prior notice, and in this respect the Company/ Website shall not be liable to you for any such termination. Your right to use the Website immediately ceases upon termination of your access/use of the Website.
We reserve the right to, at any time, and with or without notice, terminate these Terms of Services against the User, if:
the Company is unable to verify or authenticate any information provided on the Website by the User;
We believe that the User’s actions may cause legal liability to the Company, (or any of its affiliates, independent contractors, Service Providers, consultants, licensors, agents, and representatives) or are contrary to the interests of the Company;
We are required to do so by law; or
the User fails to provide (or after providing such consent, later revoke) the consents necessary or desirable for the Company to provide the Services to the User;
You acknowledge and agree that the Company may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Service(s). Further, you agree that the Company shall not be liable to you or any third-party for any termination of your Account or denial of access to the Service(s)/ Website. In the event of termination of your Account by the Company due to any of the aforementioned reasons, the Company shall have the sole discretion to terminate or cancel any of your past acts without any liability to the Company.
The Company does not permit copyright infringing activities on the Website and reserves the right to terminate access to the Website and remove all content submitted by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Website may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies the Company may have under law, contract and/or equity.
The User is entitled to terminate his account and the subscription, at all times in accordance with the relevant terms contained in the definitive agreement entered between the Parties.
In no event shall We, or our officers, directors, employees, partners or suppliers be liable to you or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not We have been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with your use of or access of the Website and/or availing of Service(s).
You release and indemnify the Company and/or any of its officers and representatives from any losses, liability or other consequence of any of the actions of the other Users of the Website and specifically waive any claims that you may have in this behalf under any Applicable Law.
The Company shall not be liable for any loss or liability to the User caused by any unauthorized use of the User’s Account and the User, in this respect, shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, representatives, shareholders, contractors, users and agents etc. against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) arising out of or in connection with any claim, suit, action, or other proceeding brought against the Company to the extent of such losses being based on or arising out of or in connection with such: (a) unauthorized or fraudulent use of the User’s Account; (b) any failure or delay on part of the User in the performance of its obligations pursuant to registration; (c) any gross negligent or unlawful act or wilful omission by the User; (d) any breach or negligent act or omission on the part of the User or any third-party contractor employed by the User; or (e) the failure and inadequacy of any software, tools, data or materials supplied to the Company by the User (including the User Data and User Input).
In no event shall the total aggregate liability of the Company to any registered User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to negligence, strict liability or otherwise) arising from these Terms of Services or any of your use of the Website exceed one month of the subscription amount payable by the User to the Company. We accept no liability for any errors or omissions on behalf of You.
While availing any of the payment method/s available on the Website, We will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to the User due to:
(i) Lack of authorization for any transaction/s;
(ii) Exceeding the limit mutually agreed by You and between your bank(s);
(iii) Any payment issues arising out of the transaction; or
(iv) Rejection/ Denial of transaction for any other reason/s.
User will be responsible for and thus releases the Company from, any and all liabilities, losses, claims and damages that may arise out of or in connection with the disclaimers as mentioned under these Terms of Services and further agrees to hold harmless and indemnify the Company in this regard.
The User understands and agrees that any material and/or data downloaded through the Website is done entirely at Users own discretion and risk and the User will be solely responsible for any damage to their computer/mobile or loss of data that results from the download of such material and/or data.
THE USER AGREES THAT THIS WEBSITE IS PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, OR CONTENT INCLUDED ON THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. THE COMPANY RESERVES THE RIGHT TO WITHDRAW OR DELETE ANY INFORMATION FROM THIS WEBSITE AT ANY TIME IN ITS DISCRETION.
THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES AND/OR THROUGH ANY SERVICE PROVIDER(S) OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL, DELIVERABLES AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.
THE COMPANY DOES NOT HAVE CONTROL OVER THE QUALITY, TIMING, LEGALITY, FAILURE TO PROVIDE, OR ANY OTHER ASPECT WHATSOEVER OF ANY DELIVERABLES(S)/SERVICES PROVIDED BY THE SERVICE PROVIDER(S), NOR OF THE INTEGRITY, RESPONSIBILITY OR ANY OF THE ACTIONS OR OMISSIONS WHATSOEVER OF ANY SERVICE PROVIDER(S) IN ANY MANNER. THE COMPANY MAKES NO REPRESENTATION ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, OR ACCURACY OF THE SERVICES AND/OR DELIVERABLES REQUESTED AND PROVIDED BY SERVICE PROVIDERS TO THE USERS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM THE WEBSITE, SERVICES, DELIVERABLES OR THROUGH ANY SERVICE PROVIDER(S), SHALL CREATE ANY WARRANTY BY THE WEBSITE/COMPANY.
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE WEBSITE OR THE SERVICE, FROM INABILITY TO USE THE WEBSITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE WEBSITE OR THE SERVICE.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAWS, THE COMPANY/WEBSITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED HEREBY. THE COMPANY DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS, OR EMAIL/ OTHER COMMUNICATION SENT FROM THE COMPANY/WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WEBSITE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE AND/ OR THE SERVICES OFFERED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.
If for any reason, a court of competent jurisdiction finds any provision of these Terms of Services, or portion thereof, to be unenforceable, that portion shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties (the User and the Company collectively) as reflected by that provision. The remainder of the Terms of Services shall continue in full force and effect.
No provision of these Terms of Services shall be deemed to be waived and no breach excused unless such waiver or consent shall be in writing and signed by the Company. Any consent by the Company to, or a waiver by the Company of any breach committed by you, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
These Terms of Services are subject to the laws of India. These Terms of Services shall be governed by the laws of India. Subject to Clause 18.2 below, courts and tribunals of New Delhi, India, have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms of Services (including any disputes regarding the existence, validity or termination of these Terms of Services).
All disputes arising out of or in connection with the Terms of Services shall be attempted to be settled through negotiation between senior management of the Company and the User. If any dispute arising between the Parties is not amicably settled within reasonable period of sixty (60) days of the initiation of the aforesaid dispute resolution mechanisms, then, the same shall be resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as applicable and amended from time to time.
The dispute shall be referred to a sole and independent arbitrator to be appointed/ nominated by the Parties. The seat and venue of the arbitration shall be New Delhi, India.
The language of the arbitration will be English. The decision of the arbitrator will be final, binding and incontestable and may be used as a basis for judgment thereon in India or elsewhere. The Company and the User will bear its own costs of the arbitration.
The Company may give notice by means of a general notice on the Account or Website, or by electronic mail to User’s email address or by written communication sent by regular mail to User’s address on record in the Account. The User may contact Company by electronic mail to the Grievance Officer at the email address or by written communication sent by regular mail to the address provided below.
The Company shall not be liable for any failure to perform any obligations under these Terms of Services or in respect of provision of the Service(s) through the Website, if the performance is prevented, hindered or delayed by a Force Majeure Event and in such case its obligations shall be suspended for so long as the Force Majeure Event continues.
Other than that, when expressly allowed, any use of our content and it being reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent is not allowed.
The rights and obligations under the Terms of Services which by their nature should survive will remain in full effect after termination or expiration of the Terms of Services.
No partnership, joint venture or relationship of employee/ employer or franchisor/ franchisee arises between you and Us by reason of the Terms of Services.
In our discretion We may serve any notice or communication on you by email. In the case of notices sent by mail, you will be deemed served 5 (five) business days after dispatch of the same.
GRIEVANCE OFFICER AND REDRESSAL MECHANISM
Any complaints, abuse or concerns with regards to content and /or comment or breach of these Terms shall be immediately informed to the Grievance Officer through email at [email protected] .
The Grievance Officer will undertake best endeavours to redress the grievances of the User expeditiously, but in any case, grievances will be addressed within 1 (one) month from the date of receipt of the grievance.
A grievance will be considered as disposed-off and closed in any of the following instances, namely:
where the complainant has communicated its acceptance of the response of the Grievance Officer / any other person associated with the Company; or
where the complainant has not responded within thirty days of the receipt of the written response and has not raised any grievance or complaint in respect of the same subject.