We thankyou for showing interest in our Services.
Before getting started, you are requested to read and accept these Terms of Service
(“Terms of Service” or “Terms”) for using ‘Korero Platforms.’
Please note that, upon acceptance, these Terms will form a legal binding agreement between You (‘User’) and DiGiSPICE Technologies Limited (‘We’ or ‘Us’ or ‘DiGiSPICE’). THEREFORE, WE ASK THAT YOU PLEASE CAREFULLY READ THESE TERMS IN THEIR ENTIRETY PRIOR TO MARKING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS HEREOF. We advise you to consult with your own, independent legal counsel for any legal or regulatory advice related to these Terms and your access and use of the Services
IF YOU DO NOT AGREE TO ANY OF THESE TERMS BELOW, THEN YOU SHOULD NOT USE OUR SERVICES.
1.1 The Capitalised words used in these Terms of Service shall carry the following meaning, unless specifically provided otherwise :
(a) “Applicable Law” means all applicable international, foreign, national, federal, state, and local laws, rules, regulations, directives, statements, and codes of practice, including any export/import laws, as amended from time to time. Any reference in these Terms to a specific law will be deemed also to include any other analogous Law in that, or any other, jurisdiction.
(b) “Client” or “You”, and “Your” each means the individual or the business entity (for example, a corporation, limited liability company, partnership, proprietorship, or other legal entity) that is registering for an Account and will be using the Services. If you are registering for an Account, or using the Services, on behalf of a business entity, then you are accepting and agreeing to these Terms on behalf of such business entity and, by doing so, are representing and warranting to us that you have the authority to bind such business entity to these Terms and agree that we may presume that you have such authority
“Confidential Information” refers to all information and data, whether tangible, oral or otherwise, that either You or We (“Discloser”) discloses to the other party (“Recipient”) that is either (a) labelled or designated as proprietary or confidential or (b) by the nature of the information or data or the circumstances surrounding its disclosure, should reasonably be understood to be proprietary and confidential. Our Confidential Information includes the Documentation, all technology incorporated into, and used by, the Services, and the non-public features of the Services. As between the Discloser and the Recipient, the Discloser exclusively owns and retains all right, title, and interest in and to the Discloser’s Confidential Information. Even if some information and data otherwise meets the above definition of Confidential Information, it will nevertheless be excluded from the definition of “Confidential Information” if such information or data: (a) was known by the Recipient without any obligation of confidentiality prior to disclosure by the Discloser; (b) is publicly available through no fault of the Recipient; (c) is disclosed to the Recipient by a Third Party legally entitled to make such disclosure without violation of any obligation of confidentiality; or (d) is independently developed by the Recipient without reference to any Confidential Information of the Discloser.
(c) “DiGiSPICE”, “We”, “Us”, and “Our” each meansDiGiSPICE Technologies Limited, a company registered under the Companies Act, 1956.
(d) “End Customer” means any individual (a) to which you transmit or intend to transmit Content or (b) who transmits Content to you.
(e) “End User” means any Third Party (and its Representatives) that has access to, or utilizes, the Connected Applications, directly or indirectly, whether authorized or not.
(f) “Platform” or “App” shall mean this Korero Platform or app, an enterprise communication platform, that, inter-alia, allows the Users to create, send and manage certain marketing campaigns and manage the customer interface
(g) “Principal Agreement” shall mean the agreement, if any, executed between You and Us in relation to the Services.
(h) “Representatives” means of an individual or business entity shall mean any and all, officers, directors, employees, contractors, agents, and legal and financial advisors of such individual or business entity or their respective Affiliates.
(i) “Services” means all of our services that we offer from time to time through the Platform for Customers to access and use under these Terms. The term “Services” includes (a) our (and/or our affiliates’) proprietary platforms, networks, systems, software, computer programs, applications, codes (including source codes, object codes, and program codes), other technology, features, functionality, application program interfaces (“API”), user interfaces, user and technical documentation including online help files, and responses to frequently asked questions (“Documentation”), reports (including templates and formats), technical and operational support, websites, and portals, and (b) all enhancements, modifications, updates, upgrades, derivative works, or changes made to any and all of the things listed in clause (a).
(j) “Third Party” means any individual or business entity other than you and us, including Affiliates, End Users, and End Customers.
(k) “Usage Data” means any data, information, and other material in any format to which we have access through, or as a result of, your use of the Services. The term “Usage Data” includes all Account Data, the content of communications entered through or under, or sent to, your Account (including message bodies, audio and video recordings, images, and transcripts) (“Content”), message and call logs, billing and payment information, and any other data, information, and other material input or collected through the Services. For purposes of these Terms, all Usage Data will be deemed yours for which you are solely responsible, including if provided by for or on behalf of a Third Party.
(l) “User” means any of your Representatives who is authorized to use the Services on your behalf or through your Account.
(m) “Affiliate” (a) in relation to any individual shall mean its relatives and the members of the undivided family of which such individual is a member ; (b) in relation to a business entity shall means any individual or business entity directly or indirectly controlling, controlled by, or under common control with such business entity. The term ‘Control’ here means having ownership of fifty percent (50%) or more of the votes or the ability to direct the affairs, and/or to control the composition of the board of directors or equivalent body.
2.1 By using the Services, you are agreeing that you have read, understood, and agree to be bound by these Terms as they may be changed from time to time as described below.These Terms govern your use of the Services. The access and use of the Service by you is voluntary and of your own accord. You may not execute the Service Agreement or register for an Account or access and use the Services, unless you agree to these Terms (which include the Privacy Policy) in their entirety.
2.2 Your access and use of Services shall be subject to applicable laws, rules and regulations in force at the relevant time (“Applicable Law”)
2.3 We may refuse to offer the Services to any individual or business entity at our discretion. We may also change our eligibility requirements from time to time. You agree (a) not to use the Services if you do not have the full right, power, and authority to enter into these Terms and to perform your obligations under these Terms, (b) not to use the Services if either these Terms or the use of the Services is prohibited by, or would violate, any applicable Law, and (c) to notify us immediately of any change in your eligibility to use the Services. We may deny or revoke your access to, and use of, the Services in any such circumstances.
3.1 We may make changes to these Terms of Service from time to time by posting an amended version. The amended version will take effect upon the date we post it (we will list such date at the end of these Terms) and will supersede all prior versions of these Terms. It is your responsibility to check the then current version of these Terms of Service and to be familiar with the latest version.
3.2 If at any time you do not agree to any of the then-current Terms, you should immediately stop using the Services and close your Account. Your continued use of the Services following the effective date of any changes to these Terms will constitute your acceptance of, and agreement to, the revised Terms.
4.1 You must create an account (“Account”) and keep your Account in good-standing in order to continue to access and use the Services. Any suspension or closure of your Account will result in you being prohibited from accessing and using the Services. You may create sub-Accounts within your Account. Additional rules related to your Account and sub-Accounts may be found elsewhere within the Services and are incorporated herein by this reference.
4.2 You must complete the online registration form to create your Account. The registration form will ask you to provide information about you and to create a password (this information and password are “Account Data”). We will send a one-time password via SMS message to the mobile number you provide, which you must then input into the registration form to verify the mobile number’s validity. You may be required to provide additional information in connection with some Services. Any such additional information is also “Account Data”.You agree to provide true, accurate, and complete Account Data and to keep all Account Data up to date at all times.
4.3 You are liable, responsible and accountable for your Account Credentials and all Account activity, including :
a) For maintaining the security of your Account password and other log-in information (“Credentials”). You should not disclose your Credentials to anyone and should update your password from time to time.
b) for all activities that occur on your Account, including all communications and data that is entered through or under your Account, whether or not such activities, communications or data were authorized by you or undertaken by you. This includes the direct and indirect use of the Services through or under your Account by any Third Party (for example, End Users).
c) Maintaining the security of your account and any loss or damage related to any unauthorized access or use of your Account. You agree to notify us immediately of any unauthorized access or use of your Account that you know or suspect.
4.4 You may delete your Account by sending a notice to support@koreroplatforms.com, provided there are no dues payable to the Company in your Account.
5.1 Solely during the Term’s Period and subject to your continuous, strict compliance with these Terms of Service, we grant to you a non-exclusive, non-transferable, non-sub licensable, limited right to: (a) use our then-available APIs, SDKs, and related Documentation to develop your software applications that will interface with our Services (the “Connected Applications”) in accordance with these Terms; and (b) access and use the Services and related Documentation in connection with the Connected Applications and in accordance with these Terms. The term “Connected Applications” specifically excludes our APIs, SDKs, Documentation, and any other parts of the Services.
5.2 The Services are offered only for your access and use, and not for resale or access or use by or on behalf of any Third Party except as otherwise expressly provided in these Terms.
5.3 We may change or discontinue any part or all of the Services from time to time, at our discretion, and with or without notice. This may include changing or removing different features and functionality of the Services we currently offer, including changing or discontinuing any of our APIs, SDKs, and Documentation.You are responsible for making sure that your use of the Services is always compatible with the then-current version of the Services (including the then-current APIs and SDKs). While we generally try to avoid making changes to the Services that are not backward compatible, this may not always be the case. We will use reasonable efforts to provide you with notice prior to implementing material changes to the Services that are not backward compatible.
5.4 We may impose limits and/or restrict your access to any part or all of our Services from time to time, at our discretion, and with or without notice. Additional rules related to your use of the Services may be found elsewhere within the Services and are incorporated herein by this reference.
5.5 We will provide support for the Services by using reasonable efforts to address your questions related to the operation of the Services that you submit to us via email to support@koreroplatforms.com. Provided you are in compliance with these Terms, we will provide this support to you (and not to any End User, End Customer or any other Third Party) via email during our business hours [9:00am to 6:00pm (IST), Monday to Friday, except for holidays in India]. We are not obligated to make any change, customization, or enhancement to the Services or to resolve any issue on any timeline, to your satisfaction, or at all.
5.6 You agree that (a) we may subcontract our obligations under these Terms (including the provision of the Services) to one or more of our Affiliates, which Affiliates may be located in different geographies globally, and (b) our and/or our Affiliates’ performance under these Terms may include the transfer of information and/or data (including Usage Data and Confidential Information) to different geographies globally.
6.1 You will ensure that all Users and Third Parties that access and use the Services through or under your Account comply with your obligations under these Terms of Service . You are solely responsible and liable if they do not. You also will (a) ensure that all End Users are legally bound to comply with terms and conditions related to any indirect access to, and use of, the Services at least as restrictive as those in these Terms, and (b) enforce such terms and conditions on behalf of us.
6.2 You are responsible for the acquisition, configuration, monitoring, maintenance, management, and security of your network systems, the Connected Applications, and connections necessary to access and use the Services.
6.3 In addition to other restrictions contained in these Terms, you will not, directly or indirectly (or authorize or allow any Third Party to):
a) Use the Services in any way that violates any Applicable Law or these Terms (including the Privacy Policy).
b) Use the Services in any way that may cause damage to, or interfere with, the Services, our network systems, any Third Party’s network systems, our other customers or our reputation.
c) Use the services in any fraudulent or deceptive manner.
d) Alter, adjust or circumvent any part of the Services or attempt to gain unauthorized access to the Services.
e) Copy, modify, decipher, decompile, reverse engineer, disassemble, create derivative works of, or otherwise attempt to derive, our proprietary technology, source code, or any part of the Services.
f) Sell, resell, transfer, license, sublicense, rent, lease, timeshare, offer as a service bureau, or otherwise allow any Third Party to access or use, the Services unless expressly permitted in these Terms.
g) Make the Services available to any Third Party as a stand-alone offering.
h) Transmit any worms, viruses, or other code of a destructive or malicious nature.
i) Provide your Account passwords or other log-in information to any Third Party.
6.4 You agree and undertake that You:
a) have obtained the necessary registrations and licenses to run your business and sharing the Content, and continue, during the term hereof, to be in compliance of the terms of such registrations, licenses, as the case may be. You shall inform us immediately of any expiry or termination or suspension of such registrations / licenses and shall not use our Services during the period of such expiry/ termination / suspension, as the case may be.
b) Ensure that all Usage Data (including the Content) complies with Applicable Law and these Terms, including Laws governing the protection of personally identifiable information and Laws governing the protection of Usage Data.
c) Provide all Usage Data (including the Content) to the Services in such applicable format, and subject to all size restrictions, as we may require from time to time. We may amend the formats and size restrictions required from time to time.
d) Promptly provide us with any information we reasonably request to investigate and resolve problems relating to your Account.
e) are solely responsible and liable for the Connected Applications, including for their compliance with all Applicable Laws and for any infringement of any Intellectual Property Rights or other right of any Third Party.
6.5 You shall be solely responsible and liable for the Content. You shall ensure that the Content is not objectionable, obscene, unauthorized, opposed to public policy, derogatory, including to any individual, society, caste, creed, community or country; or is infringing copyright and intellectual property right etc., in any form or is violating the Applicable Law. There shall be no mixing of any promotional content in any of the transactional and/Service Templates. You agree that you won’t, directly or indirectly through a third party, allow the Platform or your campaigns to be accessed or generated from within, or distributed or sent to, any prohibited or embargoed organisations or countries as mentioned in any Export Control Laws. In addition, you certify that neither you, nor any principals, officers, directors, or any person or entity you know to be directly involved with the use of the Service is on the list of Defaulters.
6.6 You further undertake that You shall not use the Services for pushing any unsolicited commercial communication. You are solely responsible to ensure that necessary consent has been received from the respective Third Parties for sharing the Content and use of Services to contact them.
6.7 You represent, warrant and covenant that You shall not use the Services for promoting or pushing any Unsolicited Price Sensitive Information.
7.1 You agree to pay the consideration for using the Services that are set forth in your Principal Agreement. You agree that we may change the fees on Principal Agreement in case of any new or revised levy from Government or relevant telecom operator and that your continued use of the Services after a change in fees constitutes your agreement to pay the changed fees. All fees for the Services are stated and payable in INR.
7.2 We may, at our sole option, as an introduction to the Services or otherwise, credit your Account for an amount determined by us to enable you to use the Services without cost to you up to such credited amount. If at any time your Account does not have a sufficient credit balance, you will no longer be able to use the Trial Services.
7.3 Except as otherwise stated in your Principal Agreement, all fees are exclusive of all taxes and other similar charges (“Taxes”). To be clear, the term “Taxes” includes sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and all other taxes (excluding any tax that is based on our income) or other charge of any kind or nature that is levied or imposed by any governmental authority or regulatory body in connection with the Services or these Terms of Service. You will be solely responsible for, and will pay on demand, all Taxes. We may calculate Taxes based on the Account Data you provide.
7.4 Unless we configure your Account to operate on a post-paid basis (a “Post-Paid Account”), your Account will operate on a pre-paid basis (a “Pre-Paid Account”) and you must pay all fees in advance. You may configure your Pre-Paid Account in order to pay fees in fixed amounts either, as elected by you, (a) on a one-time, manual basis (a “One-Time Payment”) from time to time, or (b) automatically (an “Auto-Reload Payment”) on a recurring schedule (for example, weekly or monthly) or upon your Account’s credit balance decreasing to an established threshold.
7.5 You will only be able to obtain a Post-Paid Account if your Principal Agreement provides for the same and the same shall be subject to DiGiSPICECredit Policy. The terms of invoicing and payment will be set forth in such Principal Agreement.
7.6 Provisions applicable to both Pre-Paid Accounts and Post-Paid Accounts :
a) Payment obligations cannot be cancelled.
b) All charges for the Services will be calculated by reference to data recorded by us.
c) Any filtered or blocked Content will be subject to applicable fees.
d) You may not offset any amounts against amounts payable to us for any reason.
e) You may not withhold or deduct any amounts, including Taxes, from any amounts payable to us unless you are legally required to do so. If you are legally required to do so, then you will pay such deducted amount to the respective Government Authority and provide us with a valid certificate in relation to the same.
f) Our acceptance of any partial payment of an invoice will not waive our right to claim any further payment for that portion of the invoice not paid by you.
g) Any amount not paid when due may, at our discretion, bear simple interest computed on a daily basis for each day that the payment is delinquent, at 1.5 % per month.
h) Any messages consisting of more than applicable maximum number of characters will be automatically split and concatenated by the Services and We will charge You for each resulting part as a separate message.
7.7 You may dispute any amount for which we charge you (including by debiting your Pre-Paid Account balance) only by sending a notice with reasonable detail supporting your dispute to us at customerservice@digispice.com within five (5) days of issue of invoice for the disputed amount. If you do not dispute amount as required above, then you agree that you have accepted those amount as valid and waive any further right to dispute those amount. We both will work in good faith to resolve the dispute promptly. If both of us cannot resolve such dispute within thirty (30) days after the date of your notice, then the matter may be presented by either of the party for arbitration pursuant to these Terms. While any amount is in dispute, it will remain chargeable (including by debiting your Pre-Paid Account balance) or payable until we both agree, or the arbitration process concludes, otherwise.
8.1 You hereby grant to Us a world-wide, perpetual, transferrable, sub-licensable, royalty free, fully paid-up, license to use, reproduce, modify, distribute, perform, store, and otherwise utilize all Usage Data in connection with performing the Services. You agree that we may sub-license our rights to our Affiliates and to our Third Party service providers (through multiple tiers) such as telecommunications carriers and aggregators. You represent and warrant to us that You have all permissions, releases, rights, or licenses required to grant such license and sub-license rights to Us without infringing or violating any applicable Law or any rights of any Third Party.
8.2 You agree that we may do any of the following at any time, at our discretion, and without (a) any obligation on our part to do so, (b) any notice to you, (c) any need to obtain any further consent from you, and (d) any liability to you or any Third Party:
a) Store and preserve any Usage Data (including Content) within the Services and delete any Usage Data previously stored within the Services. Except as required by applicable Law, we will not have any obligation to store any Usage Data at all or for any particular time period or to delete any Usage Data at all or on any particular schedule.
b) Filter, block (refuse to transmit), edit, or modify any Usage Data (including Content) for any reason, including:
– To enforce compliance with applicable Law, with a legal order, with these Terms of Service and with our agreements with any of our licensors or suppliers.
– If we believe such Usage Data may cause us to incur liability or may cause damage to, or interfere with, the Services, our network systems, any Third Party’s network systems, our other customers or our reputation.
c) Decide whether Usage Data (including Content) is inappropriate or violates these Terms (including the AUP).
d) Monitor and audit Your use of the Services, including accessing, reading, preserving, and disclosing any Usage Data (including Content), whether stored in the Services or otherwise, as we believe is necessary in connection with:
– Satisfying any Applicable Law, legal process or governmental or agency request.
– Investigating, or assisting with any investigation of, any potential violation of these Terms, including reporting information to Law enforcement authorities.
– Enforcing these Terms or our agreements with Third Parties.
– Detecting, preventing, or otherwise addressing fraud, security, or technical issues.
– Protecting our and Third Parties’ rights, property or safety.
– Responding to claims that Usage Data violates the rights of Third Parties.
– Responding to support requests.
8.3 Notwithstanding anything to the contrary contained in these Terms or the Principal Agreement, We will not have any obligation to, will assume no responsibility for, will not have any liability whatsoever for damages, losses, or other consequences relating to, any such storage, preservation, deletion, filtering, blocking, editing, modifying, deciding, monitoring, or auditing. We will not have any obligation to read, proofread, or correct any Usage Data and will not have any responsibility for the accuracy, completeness, or correctness of any Usage Data.
8.4 You agree that, in connection with providing the Services, we may transfer Usage Data (including Content) unencrypted, over various Third Party networks, including those of telecommunications carriers and aggregators.
8.5 Within thirty (90) days following termination of these Terms, upon your written request and provided that you have paid all amount due to us, we will provide you with a copy of the Usage Data that we then possess in a format chosen by us. You further agree that we will not be liable to you or to any Third Party for any deletion of Usage Data after such thirty (90) day period.
8.6 Notwithstanding the provisions stated elsewhere herein, in order to maintain, provide, and improve the Services, you agree that we may use, reproduce, analyze, publicize, or otherwise exploit Aggregate Data in any way, at our sole discretion. “Aggregate Data” refers to Usage Data with the following removed: personally identifiable information of individuals, your name and address and that your End Users.
8.7 To the extent that your Usage Data and any other information you provide us in connection with the Services constitute Personal Data, our Privacy Policy, sets forth certain responsibilities on our part with regard to the collection, use, disclosure or retention of that Personal Data. You agree that you have read our Privacy Policy and that you consent to our use of any Personal Data of yours that you provide to us as such use is described in these Terms or in the Privacy Policy. If you do not agree to any part of the Privacy Policy, you must stop using our Services. The Privacy Policy applies only to the Services and does not apply to any Third Party website or service linked to the Services or recommended or referred to through the Services or by us or our Representatives. Any inconsistency between these Terms of Service and the Privacy Policy, the provisions of Privacy Policy shall prevail.
9.1 We may, without terminating these Terms of Service, immediately suspend your Account (including access to, and use of, any part or all of the Services) for as long as we deem necessary based on various circumstances. This does not limit our rights to terminate these Terms however. We will not have any liability to you or any Third Party (including any of your End Users) arising from these suspensions. We will use reasonable efforts to notify you of a suspension, except if the suspension is for an insufficient credit balance or payment default or if we are not legally permitted to provide notice. Suspension notices may not be in advance. Reasons for suspensions include:
a) Your Pre-Paid Account does not have a sufficient credit balance ;
b) You are in payment default regarding your Post-Paid Account ;
c) You violate (or we suspect that you have violated) these Terms (including the Privacy Policy) ;
d) We believe that your use of the Services is fraudulent or may harm the performance of the Services ;
e) We believe that Your Account Credentials have been compromised ;
f) We are complying with a legal order, instruction, or request (for example, a court order or a regulatory instruction) ; or
g) We are complying with a request from a telecommunication carrier or other communication supplier.
9.2 We will reactivate your Account (including reactivating your access to, and use of, any of the suspended part of the Services) only once we are fully satisfied, in our discretion, that the reason for suspension no longer exists.
9.3 We are not responsible for the continuation of auto-reload payments by the Payment Processor during any suspension.
10.1 The Terms of Service shall come into force from the Effective Date and will remain in effect until terminated as permitted in these Terms (the “Term Period”).
10.2 You may terminate these Terms for any or no reason, at any time by closing your Account. We may terminate these Terms for any or no reason, at any time by giving you not less than thirty (30) days’ notice.
10.3 Either party may terminate these Terms if the other party violates any of these Terms and fails to fix such violation within five (5) business days of receiving notice from the non-violating Party describing the alleged material breach. No subsequent notice is required. If We are the non-violating Party, we shall, inter-alia, be entitled to suspend your Account till the time the violation is fixed.
10.4 We may terminate these Terms immediately for cause and without notice to you if we believe there is an occurrence of any of the following circumstances:
a) These Terms or your use of the Services is prohibited by or violates any Applicable Law.
b) We are prohibited from providing any part or all of the Services by Applicable Law.
c) A government agency or department with proper jurisdiction indicates that we are not permitted to provide any part or all of the Services.
d) Subject to Applicable Law, upon Your making of a general assignment for the benefit of creditors, insolvency, liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue Your business in the ordinary course, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceedings.
e) You have change of control.
f) Your unauthorized or fraudulent use of the Services.
g) Your use of the Services is causing or may cause damage to, or interfere with, the Services, our network systems, any Third Party’s network systems, our other customers or our reputation.
h) It has become impractical or unfeasible for any legal or regulatory reason for us to provide any part or all of the Services.
i) Your payment instructions are invalid or our charges are refused by the Payment Processor.
j) Your Account has been inactive for ninety (90) days or more.
10.5 When these Terms terminate, the rights and obligations and other provisions under these Terms (except as described below), including the Term Period and your Account (including your right to access and use the Services), will terminate automatically. This means that you must stop using the Services. Nevertheless, the following provisions will survive the termination of these Terms: (a) your payment obligations, including for all fees accrued on the date of termination; (b) Sections ____ ; and (c) any other provision of these Terms that by its context or nature that must survive to fulfill its essential purpose.
11.1 We exclusively own and retain all right, title, and interest in and to the Services and our Marks, including for both, all copyright rights, moral rights, trademarks, patent rights (including applications and disclosures), know-how, inventions, rights of priority, trade secret rights, and any other intellectual property and/or proprietary rights recognized in any country or jurisdiction in the world (all of which are “Intellectual Property Rights”). You agree that these Terms of Service do not grant you any Intellectual Property Rights or license in or to the Services or Marks, except the limited right to use the Services as permitted in Section 3.4 and subject to these Terms. You agree that the Services (including their look and feel) are protected by copyright and other Laws.
11.2 You shall not use our name, logo or other trademarks or service marks (“Marks”) without our prior written consent in each case.
11.3 You agree (a) that we may publicly refer to you, orally and in writing, as a customer of ours, and (b) to be listed as our customer on our website including the use of your Marks there and in other marketing collateral, in connection with which you hereby grant to us a non-exclusive license to use your Marks.
11.4 You exclusively own and retain all right, title, and interest in and to the Connected Applications, Usage Data and your Marks, except for the rights you grant to us in these Terms.
12.1 Our customers have a lot of good ideas. We welcome Your comments, feedback, and suggestions regarding us, our current and prospective Services, as well as other potential services and solutions (all of this is your “Suggestions”). By providing Us with Your Suggestions, You agree that:
a) We have no obligation to keep Your Suggestions confidential and are free to disclose your Suggestions as We wish.
b) We will be the sole and exclusive owner of your Suggestions and You hereby assign to us all right, title, and interest in and to your Suggestions, including all Intellectual Property Rights and other rights.
c) If for any other reason, ownership of all right, title, and interest in and to Your Suggestions will not vest solely and exclusively with us, then You hereby irrevocably and exclusively license to us the right to use, profit from, and exploit your Suggestions in any way and for any purpose we wish.
d) You will execute such documents and take such further actions as We may request to effectuate the preceding assignment and license.
e) You are not entitled to any compensation, reimbursement, or credit from Us under any circumstance for (or resulting from) your Suggestions, the preceding assignment, or the preceding license.
13.1 Except as otherwise permitted under these Terms of Service or to perform the activities contemplated by these Terms, the Recipient agrees not to use Confidential Information for any purpose other than for providing Services. We may use and disclose to Third Parties your Confidential Information in connection with providing the Services.
13.2 The Recipient also agrees: (a) to take all reasonable steps necessary to protect the Confidential Information (at least as stringently as it takes to protect its own Confidential Information) from unauthorized use and disclosure; (b) to notify the Discloser promptly in the event the Recipient learns of any unauthorized use or disclosure of any Confidential Information and to cooperate to remedy such occurrence to the extent reasonably possible; (c) upon Discloser’s request or upon termination of these Terms, the Recipient will promptly either return all copies of the Discloser’s Confidential Information to the Discloser or certify, in writing, that the Recipient has destroyed all copies of the Discloser’s Confidential Information; and (d) that its obligations under this Section 11 will survive the termination of these Terms for the maximum period allowed of two (2) years.
13.3 Nevertheless, the Recipient may disclose Confidential Information:
a) to its Representatives who are bound in writing to treat such Confidential Information in accordance with these Terms and who have a “need to know” such Confidential Information in order to carry out the Recipient’s obligations under these Terms. The Recipient will be liable to the Discloser in connection with any failure of the Recipient’s Representatives to comply with the terms and conditions of this Section 11.
b) as required by Applicable Law or as required or requested in connection with any legal proceeding or by any legal or governmental authority, so long as the Recipient, if legally permitted, first gives the Discloser prompt notice of such requirement or request.
c) If the Discloser so consents to in writing.
13.4 The Recipient agrees that any threatened or actual breach of this Section 13 may cause the Discloser irreparable harm for which monetary relief alone may not be a sufficient remedy. As a result, the Recipient agrees that in the event of any threatened or actual breach of this Section 13 by the Recipient, the Discloser will be entitled to seek injunctive relief or other similar remedy, in addition to any other remedies available, from a court of competent jurisdiction without having to prove actual damage or having to post a bond or other security.
14.1 You represent and warrant to Us that:
a) You have the full right, power, and authority to enter into these Terms of Service and to perform your obligations under these Terms.
b) You using the Services and the performance of your obligations under these Terms do not and will not violate any other agreement to which you are a party.
c) These Terms will constitute on you legal, valid, and binding obligation.
d) You have all permissions, releases, rights, and licenses required to allow us to perform our obligations under these Terms, including in relation to your Campaigns and for availing the Services.
e) All Usage Data is, and will be at all times, true, accurate, and complete.
f) Your use of the services is at your sole risk.
g) All access and use of the Services, and the Usage Data, will at all times comply with applicable Law and these Terms.
h) Without limiting your general obligations to comply with Laws, you are aware of, understand, and will comply with (a) the India’s(i) The Telecom Commercial Communication Customer Preference Regulation (TCCCPR), 2018; (ii) Personal Data Protection Bill, 2018; and (b) the Laws in jurisdictions relevant to you that are analogous to the Laws referenced in clause (a).
i) The Usage Data and the Connected Applications (including any use of the Usage Data and the Connected Applications) do not, and will not, violate or infringe any Intellectual Property Right, right of privacy or publicity, or any other personal right of any Third Party.
14.2 We represent and warrant to You that:
a) We have the full right, power, and authority to enter into these Terms of Service and to perform our obligations under these Terms.
b) These Terms will constitute on Uslegal, valid, and binding obligation.
c) We have all permissions, releases, rights, and licenses required to allow us to perform our obligations under these Terms.
d) Without limiting your general obligations to comply with Laws, We are aware of, understand, and will comply with the India’s (i) The Telecom Commercial Communication Customer Preference Regulation (TCCCPR), 2018; and (ii) Personal Data Protection Bill, 2018.
14.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, (a) THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT ANY OTHER WARRANTY OF ANY KIND WHATSOEVER, AND (b) SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (A) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, (B) NONINFRINGEMENT OF THIRD PARTY RIGHTS, (C) ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE (D) THE QUALITY (FOR EXAMPLE, AS TO LATENCY, THROUGHPUT, OR DELIVERABILITY), RELIABILITY, TIMELINESS, ORITY OF THE SERVICES, (E) THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS OR THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED, (F) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR (G) THAT THE CONTENT WILL BE KEPT CONFIDENTIAL AFTER BEING SENT FROM THE SERVICES OR THAT ALL OR ANY CONTENT WILL BE DELIVERED OR RECEIVED BY END CUSTOMERS.
THE TECHNICAL PROCESSING AND TRANSMISSION OF ELECTRONIC COMMUNICATIONS IS ESSENTIAL TO YOUR USE OF THE SERVICES AND ACCORDINGLY, YOU MAY NOTE THAT
a) WE MAY INTERCEPT AND STORE USAGE DATA AND OTHER ELECTRONIC COMMUNICATIONS TO AND FROM YOU, YOUR END USERS, AND THIRD PARTY SUPPLIERS.
b) SUCH INTERCEPTION AND STORAGE WILL INVOLVE TRANSMISSION OVER THE INTERNET AND OVER VARIOUS NETWORKS THAT ARE NOT OWNED, OPERATED, OR CONTROLLED BY US.
c) CHANGES TO USAGE DATA MAY OCCUR IN ORDER TO CONFORM AND ADAPT USAGE DATA TO THE TECHNICAL REQUIREMENTS OF CONNECTING NETWORKS AND/OR DEVICES.
d) WHEN COMMUNICATED ACROSS THE INTERNET, NETWORK FACILITIES, AND TELEPHONE OR OTHER ELECTRONIC MEANS, ELECTRONIC COMMUNICATIONS MAY BE ACCESSED BY UNAUTHORIZED PARTIES.
e) WE ARE NOT RESPONSIBLE FOR ANY DELAY, LOSS, ALTERATION, OR INTERCEPTION OF ELECTRONIC COMMUNICATIONS AND/OR USAGE DATA.
f) YOUR DECISION TO USE THE SERVICES IS NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES OR MADE IN RELIANCE ON ANY ORAL OR WRITTEN STATEMENTS MADE BY US REGARDING FUTURE FUNCTIONALITY OR FEATURES.
g) IN PERFORMING ITS OBLIGATIONS PURSUANT TO THESE TERMS, WE MAY USE INFORMATION FURNISHED BY YOU WITHOUT ANY INDEPENDENT INVESTIGATION OR VERIFICATION, AND THAT WE WILL BE ENTITLED TO RELY UPON THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION.
WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU OR ANY THIRD PARTY AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
THE FOREGOING WARRANTY DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE EXTENT ANY DISCLAIMER IN THIS SECTION 14 CONFLICTS WITH APPLICABLE LAW, (a) THE SCOPE OF ANY APPLICABLE DISCLAIMER WILL BE THE MAXIMUM PERMITTED UNDER THAT LAW AND (b) THE SCOPE AND DURATION OF THE WARRANTY TO WHICH THE DISCLAIMER APPLIES WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
15.1 You, at your own expense, will indemnify, defend (if and as requested by us), and hold harmless each of us, our affiliates, and our respective employees, representatives, agents, officers, and directors (“Indemnified Parties”) against any claims, losses, liabilities, costs, expenses, or damages (including direct, incidental, special, exemplary, punitive, indirect and consequential damages, and including any fines, penalties, and attorney’s fees and costs) incurred by reason of any Third Party claim, demand, lawsuit, or action (including governmental investigations and enforcement actions) arising out of, based on, or relating to: (a) your or any End Users’ activities under these Terms of Service, including your and any End Users’ access to, and use of, the Services; (b) your or any End Users’ violation of any provision of these Terms (including the AUP); (c) your or any End Users’ violation of any applicable Law; (d) any Usage Data; (e) the Connected Applications, including their infringement upon any Intellectual Property Rights or other right of any Third Party (“Claims”).
15.2 We, or any of the Indemnified Parties, will promptly notify you of any Claim. Other thanControlled Claims: (a) we will permit you to assume and control the defense of the Claim; (b) we will nevertheless have the right to employ separate counsel at your expense and participate in the defense of Claims; (c) you will have the authority to defend, compromise, settle, or otherwise dispose of the Claims; provided that you will not agree to any disposition or settlement of a Claim that admits liability or imposes duties of performance on any of the Indemnified Parties without our prior written consent; (d) you agree not to publicize the settlement of any Claim without first obtaining our written permission; and (e) if we determine that you have not timely responded to a Claim, then we may assume and control the defense of the Claim (such assumption and control of defense will include our sole authority to compromise, settle, or otherwise dispose of such Claims) at your sole expense. You will be liable to us for all of our costs (including reasonable attorney’s fees and costs) related to establishing successfully and enforcing our right to indemnification under these Terms.
15.3 Company Controlled Claim is a Claim that includes allegations relating to our Services or our Intellectual Property Rights for which we elect to assume and control the defense (such assumption and control of defense will include our sole authority to compromise, settle, or otherwise dispose of those Claims).
16.1 IN NO EVENT WILL EITHER PARY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES, INCLUDING LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS/SERVICES, LOSS OF TECHNOLOGY, RIGHTS, OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF THE SERVICES. THIS LIMITATION SHALL NOT, HOWEVER, APPLY TO CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY AND DEFAULT IN COMPLIANCE WITH APPLICABLE LAW
16.2 OUR CUMULATIVE AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL UNDER THESE TERMS, FOR ANY DAMAGES, COSTS, OR OTHERWISE, WILL NOT EXCEED THE FEE AMOUNTS PAID BY YOU TO US DURING THE ONE (1) MONTH PERIOD ENDING ON THE DATE THE EVENT GIVING RISE TO THE LIABILITY OCCURRED.
16.3 BOTH PARTIES HAVE AGREED TO THESE TERMS WITH DUE REGARD FOR THE BUSINESS AND LEGAL RISKS ASSOCIATED WITH THE MATTERS DESCRIBED IN THESE TERMS. YOU AGREE THAT THE FEES HAVE BEEN SET AND THESE TERMS ENTERED INTO, IN RELIANCE UPON THE LIMITATIONS OF LIABILITY, REMEDIES AND DAMAGES, AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THESE TERMS, AND THAT ALL SUCH LIMITATIONS AND DISCLAIMERS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US.
16.4 YOU SPECIFICALLY UNDERSTOOD AND AGREE THAT WE WILL NOT BE LIABLE FOR: (a) ACTS OR OMISSIONS OF ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION ANY TELECOMMUNICATIONS CARRIER); (b) ANY CONTENT PROVIDED BY OR THROUGH YOUR ACCOUNT OR FROM AN END CUSTOMER OR DEVICE; (c) FOR USE OF OR INABILITY TO USE THE SERVICES IN CONNECTION WITH EMERGNECY SERVICES; OR (d) ANY CAUSES BEYOND OUR REASONABLE CONTROL.
16.5 THE LIABILITIES LIMITED BY THIS SECTION 16.2 APPLY (a) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (b) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (c) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
FOR THE AVOIDANCE OF DOUBT, OUR LIABILITY LIMITS AND OTHER RIGHTS SET FORTH IN THIS SECTION 14 APPLY LIKEWISE TO OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AND OTHER REPRESENTATIVES.
16.6 THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE EXTENT ANY LIMITATION IN THIS SECTION 14 CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND AMOUNT OF ANY APPLICABLE LIMITATION WILL BE THE MAXIMUM PERMITTED UNDER THAT LAW.
17.1 The Terms of Service will be governed solely by, and construed solely in accordance with, the Laws of India. These Terms are made in the English language only and any translations of these Terms into any other language will have no effect. All proceedings related to These Terms will be conducted only in the English language.Subject to clause
17.2 below, the Court at New Delhi, India shall have the exclusive jurisdiction over all other courts.
17.2 From time to time either party may have a dispute with, or claim against, the other party (a “Dispute”). Except for Disputes in relation to CONFIDENTIALITY, the parties will seek to resolve all other Disputes only as follows:
a) Either party may give notice of a Dispute to the other party. Parties will promptly seek to resolve such Dispute through negotiation in good faith.
b) If the Dispute is not resolved through negotiation within thirty (30) days from the date of notice is delivered, then the Dispute shall be referred to arbitration. The proceedings of arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 as amended. The Dispute shall be referred to a sole arbitrator mutually appointed by the parties. The seat of arbitration shall be New Delhi, India. The proceedings of arbitration shall be conducted in English language and the award of arbitrator shall be final and binding on both the parties.The cost of arbitration and the arbitrator’s fee shall be paid by the party as decided by sole arbitrator.
17.3 Notwithstanding Section 17.2, you and we each retain the right to initiate proceedings in court of competent jurisdiction, without having to prove actual damage or having to post a bond or other security, to:
a) Obtain interim measures of protection prior to or pending arbitration.
b) Seek injunctive relief or other similar remedy to protect the unauthorized use or disclosure of Confidential Information.
c) Seek injunctive relief or other similar remedy to enforce or protect, or otherwise regarding the validity or scope of, Intellectual Property Rights.
d) Enforce any decision of the Arbitrator, including the final award.
17.4 Notwithstanding Section 17.2, either of the Partiesmay initiate proceedings in court to resolve Disputes relating to:
a) Intellectual Property Rights; and
b) Recovery of unpaid dues under these Terms.
17.5 Any remedies expressly set forth in these Terms, including our rights to suspend the Services or to terminate these Terms or the Services (or any part thereof), are in addition to, and not in lieu of, any other remedies available to either party.
18.1 Notices
Any notice to You will be effective when we send it to the last email or physical address you gave us or when posted on our Platform. Any notice to Us will be effective when delivered to us, along with a copy to our legal team to :
Legal Team
Digispice Technologies Limited 19A & 19B, Sector 125, Noida, Uttar Pradesh, India And also email at notice@digispice.com
18.2 Entire Agreement
These Terms make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.
18.3 Assignment.
You may not assign, sub-license, or otherwise transfer these Terms (or any of your rights or obligations under these Terms) without Our prior written consent. We may, without your consent, assign, and otherwise transfer these Terms to any of Our Affiliates or to any entity acquiring all or substantially all of our assets. Any prohibited assignment or transfer will be null and void. Subject to the foregoing, these Terms will be binding upon and will insure to the benefit of Your and Our respective successors and permitted assigns.
18.4 No Third Party Beneficiaries.
Except for those rights expressly conferred on the Indemnified Parties set forth in Section 13, nothing in these Terms will be enforceable by any party other than You and Us, and no Third Party beneficiary rights are conferred on any Third Party.
18.5 Severability.
To the extent permitted by applicable Law, each party hereby waive any provision of Law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. Except as otherwise expressly set forth in these Terms, in the event that a provision of these Terms is held by a court of competent jurisdiction to be invalid or otherwise unenforceable in any respect, then such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable Law, and the remaining provisions of these Terms will continue in full force and effect.
18.6 No Waiver.
No waiver of any provision of these Terms or any right, power, privilege, or remedy of ours under these Terms will be effective, except pursuant to a written instrument signed by our authorized signatory, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing. No failure or delay on our part in exercising any right, power, privilege, or remedy arising hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right, power, privilege, or remedy preclude any other or future exercise thereof or the exercise of any other right, power, privilege, or remedy.
18.7 Independent Contractors.
Nothing contained in these Terms will be construed to create a partnership, agency, joint venture, or employer/employee relationship between you and us. Neither you nor we have the authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party or to bind the other party in any way.
18.8 Force Majeure.
Neither party will be liable for any delay or failure to perform the Services caused by events which includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, epidemic, pandemic unusually severe weather conditions, and acts of hackers. In such event, either party may suspend these Terms in whole or in part for the duration of the delaying cause. No payment obligations will be excused by a force majeure event.
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Last updated on 15 Jan, 2020
