Terms Of Use
TERMS OF USE
We, Nexus Sanghi
Private Limited, a company registered under the Companies Act, 2013 under CIN
U10790MP2025PTC074391 and having its registered office at 39 BJ Vihar Colony,
Indore G.P.O., Indore, Madhya Pradesh 452001 (collectively, “we”, and the terms “our” and “us” are used accordingly), regulate the use of our website (“Website”), and use of our products by a
visitor or a user (“you”) through
these Terms of Use (“Terms”).
These Terms contain the terms and
provisions regarding your conduct on the Website and, when you accept these
Terms or use our Website and/or products, they form a legally-binding contract
among you and us. By accessing the Website and/or by availing any of our
products or services, you accept these Terms. We may update these Terms
(including supplemental terms) from time-to-time. If we do so, we will publish
the updated Terms on this webpage (available at Terms Of Use). Such updated Terms shall be effective
immediately and shall supersede the Terms substituted by it. Your continued use
of the Website and/or use of our products following the publication of revised
Terms will denote that you accept
and agree to the updated
Terms. You are expected to check this page from time to time so you are aware
of any changes, as they are binding on you. The Privacy Policy is an integral
part of these Terms and should be read contemporaneously with these Terms. By
accessing the Website or purchasing our products, you represent to us that you
are capable of entering into contracts and incurring liabilities thereunder; if
you are not so capable, you must immediately cease your access to use of the Website.
CONTENTS
1.
Account Information
2.
Intellectual Property and License
3.
Responsible Use
4.
Content
5.
Disclaimer of Warranty
6.
Limitation of Liability
7.
Release and Indemnification
8.
General Understanding
9.
Dispute Resolution, Jurisdiction, Governing Law
1.
Account Information
You may browse the Website without
creating an account. However, some of the feature of the Website may be
unavailable to you unless you create an account and thereby become a member. At
the time of creating your account, you will be required to submit certain
information about yourself. The creation and continuation of your account is
subject to such information being complete and correct at all points of time.
We recommend you keep your account information current and to follow good
password security practices to avoid misuse of your profile. You are solely
responsible for the security of your account and are liable for any action that
results from your account (including the campaign runs), whether or not such
action was with your consent or knowledge. You expressly agree to absolve us of
any responsibility and liability in this regard. You may not share your account
information with anyone other than an authorised account administrator or, if
you are acting on behalf of a third-party principal, then with such third-party
principal. You must not use another person’s account, unless the features of such
an account and these Terms permit
such use. Please notify us immediately on grievance@nexussanghi.com if you become aware of any unauthorised
use of your account. By accessing and using this Website, you represent to us
that:
●
All the information
that you have provided to us is true and complete;
●
You are competent to
enter into contracts and undertake obligations on behalf of your organisation;
●
You are not
disqualified by contract, law or custom from accepting these Terms;
●
Your decision to use
the Website is based on your independent diligence and willingness; no
inducement has been offered to you by us to access, use, or transact over the
Website.
2.
Intellectual Property and License
We (and its licensors, where applicable) own all right, title, and
interest, including all related intellectual property rights, in and to the
content featured on the Website, the products and service rendered thereby, and
in any suggestions, ideas, enhancement requests, feedback, recommendations or
other information provided by you. You shall not create, prepare, distribute,
exchange, copy, adapt, modify, sell, transmit, publicly display, publicly
perform, broadcast any work which is a derivative of or which is based upon
such intellectual property. This Terms is not a sale and does not convey to you
any rights of ownership in or related to the Website or the intellectual
property rights owned by us or by our licensors. The Website’s source code is
our proprietary creation and our trade secret to which no access is
permitted to you. We are entitled to use, modify, offer, license,
grant any rights and interest in relation to, and/or exploit, whether
commercially or otherwise, the Website, to any third-party as we may deem fit,
without an intimation to or reference to you. Any unauthorized access, or
attempt to gain access, to the Website’s source code by you will result in termination of the License and in addition, may render you and
its concerned third-party principal liable to criminal prosecution under the
applicable law. No licenses, rights, permissions, approvals, or interests are
granted to you other than those which are expressly stated in these Terms. The
License does not, under any circumstances, give you any right to the source
code and/ or object code of the Website. Our name, logo, and the names
associated with the Website, our products and services are trademarks and brand
names belonging to us and other third parties, and no right or license is granted
to you to use them. Any personal information or
details belonging to you and provided by you while availing or accessing the
Website, belong solely to you. In consideration of your acceptance and
continuing compliance with the provisions of these Terms, we grant you a
restricted, revocable, non-exclusive, non-transferable license (“License”) to
access and use the Website. The License is revocable without requiring prior
notice.
3.
Responsible Use
You must use the Website and our products
and services responsibly. In particular, you must not misuse the Website and
our products and services directly or otherwise. You are deemed to misuse the
Website if you indulge in any of the following actions:
●
copy, modify, host,
stream, sublicense, or resell the Website;
●
enable or allow
others to use the Website or our products or services using your account
information;
●
access the Website
or our products or services by any means other than the interface we provide or
authorise;
●
circumvent any
access or use restrictions put into place to prevent certain uses of the
Website or our products or services;
●
engage in behaviour
which violates our or a third-party’s intellectual property rights or other
legal rights;
●
impersonate any
person or entity, or falsely state or otherwise misrepresent your affiliation
with a person or entity;
●
disable, impair, or
destroy or otherwise impair the Website or our products or services or the
assets (including computer terminals, servers, network) of a third-party;
●
interfere with or
circumvent the security features of the Website;
●
upload, transmit,
store, or make available any content or code that contains any viruses,
malicious code, malware, or any components designed to harm or limit the
functionality of the Website or our products or services;
●
harvest, collect,
gather or assemble information or data regarding other persons without their
consent;
●
disrupt, interfere
with, or inhibit any other person from using the Website or our products or
services;
●
send chain letters,
junk mails, pyramid schemes, phishing, spamming, or other unsolicited messages;
●
use any data mining
or similar data gathering and extraction methods in connection with the Website
and our products and services;
●
violate applicable
law (including data privacy and protection laws);
●
breach of any of
these Terms, even if such breach is rectified thereafter;
●
attempt to do any of
the foregoing actions;
●
perform any other
acts which may reasonably be determined as misuse by us from time to time.
4.
Content
All text, graphics, images, videos, user
interfaces, photographs, trademarks, logos, sounds, colour combinations,
artwork and computer code (collectively, "Content"), including but not limited to the design, structure,
selection, coordination, juxtaposition, expression, and arrangement of such
Content, contained on the Website is owned, controlled by or licensed by or to
us, and may be protected by trade dress, copyright, patent and trademark laws,
and other intellectual property rights. Except as expressly provided in these
Terms, no part of the Website and no Content can be copied, reproduced,
republished, uploaded, posted, publicly displayed, encoded, translated,
transmitted, displayed in a web frame, or distributed in any way to any other
computer, server, web site or other medium for publication or distribution or
for any commercial enterprise, without our express prior written consent.
5.
Disclaimer of Warranty
The Website and our products and services
are provided “as-is.” To the maximum extent permitted by law, we disclaim all
warranties, express or implied, including the implied warranties of
non-infringement, merchantability, and fitness for a particular purpose, or
non-infringement. We make no commitments about the content within the Website
and our products and services. We further disclaim any warranty that the
Website and our products and services will meet your requirements or will be
constantly available, or error-free or will produce any particular results, or
any errors or defects in the Website and our products and services will be
corrected. Save for the express warranties set out in these Terms of Use we
hereby exclude all implied terms, conditions and warranties, including any
implied conditions of satisfactory quality or fitness for purpose to the
fullest extent permitted by applicable law. You may use and access the Website
and our products and services at your own discretion and risk. We and our officers,
directors, employees and agents will not be liable to you or any other
third-party for any and all claims, liabilities, damages, losses or expenses,
including attorneys’ fees and costs arising out of or in any way connected with
your access to or use of the Website and our products and services.
6.
Limitation of Liability
We are not liable to you or a third-party
for any loss of use, data, goodwill, or profits, whatsoever, and any special,
incidental, indirect, consequential, or punitive damages whatsoever, regardless
of cause (even if we have been advised of the possibility of the loss or
damages), including losses and damages (i) resulting from loss of use, data, or
profits, whether or not foreseeable; (ii) based on any theory of liability,
including breach of contract or warranty, negligence or other tortious action; or
(iii) arising from any other claim arising out of or in connection with your
use of or access to the Website and our products and services. Our total
liability to you in any matter arising out of or related to the Terms is
limited to the amount of the purchase made by you from which the liability
arose. This limitation will apply regardless of the form or source of claim or
loss, whether the claim or loss was foreseeable, and whether we had been
advised of the possibility of the claim or loss. Nothing in these Terms limits
or excludes our liability for death or personal injury caused by our gross
negligence or intentional misconduct.
7.
Release and Indemnification
You agree to indemnify, defend, and hold
us, our associates (including inventory partners and publishers) and our
respective officers, Directors, employees, and agents harmless (including for
advocate's fees) from any claim or demand made by any third-party, due to or
arising out of your violation of these Terms. We reserve the right to assume
the exclusive defence and control of any matter for which you are required to
indemnify us, and you agree to cooperate with our defence of these claims. We
will use reasonable efforts to notify you of any such claim, action or
proceeding upon becoming aware of it. You agree not to settle any matter
without our prior written consent. You hereby waive any right to participate in
class actions. You agree to release us, and our officers, Directors, employees,
and agents and third-party associates from all claims and demands arising out
of your use of the Website and our products and services.
8.
General Understanding
We reserve the right to continually evolve
the Website and our products and services. This may result in addition of new
features and the discontinuation of existing features to the Website from time
to time. This may also result in the loss of information related to the
discontinued features. No liability shall attach to us for this reason. Nothing
under the arrangement set out hereunder restrains us from assigning our rights
and obligations to a third-party without an advance intimation or prior reference
to you. If any of these Terms are unenforceable, such Terms shall be
re-interpreted in a manner which renders them enforceable and which is as close
to the concerned Terms’ original intent as legally possible. The validity of
the other Terms will not be affected thereby. You will not directly/ indirectly
disparage us. The parties are independent contractors and there are no
third-party beneficiaries. Notices must be in writing. We may serve a notice to
you by publishing it on a reasonably prominent location on the Website or by email on any of your email
addresses available to us or to the email address of your authorized
representative, or by physical mail at your address available to us or publicly
available. Changes to contact information for invoicing should be submitted to grievance@nexussanghi.com . We are not liable for failure or delay
in performing our obligations because of causes beyond our reasonable control,
including acts of God, terrorism, war, riots, fire, earthquake, flood or
degradation or failure of third-party networks or communications
infrastructure, and no liability shall attach to us on this account.
9.
Dispute Resolution, Jurisdiction, Governing Law
These Terms are governed by the laws of
India, excluding conflict of laws principles. Claims, disputes or objections
that arise concerning the Website which cannot be resolved through discussions
shall be referred to arbitration. The arbitration shall be conducted in English
under the Indian Arbitration and Conciliation Act, 1996 (as may be re-enacted)
through a sole arbitrator. The venue of the arbitration shall be at Indore,
Madhya Pradesh, India. Any action arising under or related to these Terms or concerning
the Website will be resolved exclusively by the courts in Indore, Madhya
Pradesh, India, and you consent to the
waiver of any other jurisdiction. The prevailing party is entitled to recover
all reasonable fees, costs and expenses of enforcing its rights, including
reasonable attorneys’ fees. You acknowledge that these Terms are concluded as a
contract in India. Notwithstanding the foregoing, in the event of your or
others’ unauthorised access to or use of the Website and our products and
services in violation of these Terms, you agree that we are entitled to apply
for injunctive remedies (or an equivalent type of urgent legal relief) in any
jurisdiction.
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