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TERMS OF SERVICE

Last Updated: 1 September 2019


This Terms of Service agreement ("Agreement/Terms of Service") is entered by and between Citrya Innovations Private Limited ("Company/Us/We/Our/CIPL"), a Company within the meaning of the Companies Act, 2013 and you ("Customer/User/You/Your"), who is any individual or entity or an entity working on behalf of another entity (“Agency”) that uses the services at https://www.citrya.com, https://adrc.co, https://iemg.me, https://tclr.co and/or any other sites as notified or its subdomains (collectively, "Site"), or has access to your account, and is made effective as of the date of your registration or the date of electronic acceptance.

ACCEPTANCE OF TERMS:
This Agreement including any Annexures, constitutes the complete and exclusive understanding between Us and You, and it may be amended only by a written signed agreement. This agreement lists the general terms and conditions of your use of the Website and any services purchased therein. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Additionally, if You are an Agency using CIPL’s services on behalf of another entity, You agree specifically that, in the absence of a direct agreement between CIPL and that entity, You are representing that entity, You have the responsibility to ensure the Terms in this Agreement are adhered to, You are liable for their violations and indemnify Us from any claims whatsoever from the entity you represent. You may work with several entities over a period of time and acknowledges that this agreement is applicable to each of the entities. Hereinafter, references to You/Your/User/Customer collectively refers to You and the entity/entities you represent as an Agency using CIPL’s services.

Please read the Agreement carefully before using the Site or any Services provided on the Site. By using or accessing the Services, You agree to become bound by all the terms and conditions of this Agreement. If You do not agree to all the terms and conditions of this Agreement, do NOT use the Services and exit the Site immediately.

RIGHT TO MODIFY AGREEMENT:
We reserve the right to change or modify, at any time, any of the terms and conditions contained in this Agreement, and are at all times governed by the terms therein. The changes are effective immediately upon posting to this Site and will be known by the Last Updated date on the Agreement. In case You are a registered User with a service that is active, and on occasion, as deemed necessary by Us, you maybe prompted to Accept the Terms again or may be otherwise notified based on the nature of the change. Non-receipt of any notifications does not in any way alter the terms of agreement. In case You are not a registered User then such change or modification shall apply as is to You. It is your primary responsibility to review the Agreement periodically, based on the Last Updated date, and especially while starting or re-starting usage of the services and continued use of the Site is treated as Acceptance of the Revised terms, as maybe the case.

SERVICES AND PROMOTION:
We shall promote Your products, services and brand through the Sites and infrastructure provided by CIPL to Your end-users ("Service/Services") under this Agreement. We shall provide the Services for specific offerings of Yours ("Promotion") through hosting a website ("Website"), which is owned and managed by CIPL, accessible through various mobile phone applications and other media for a time period ("Promotional Period"), which shall be agreed by both You and Us (collectively "Party/Parties") before or during the course of the Promotion.

AUTHORITY AND OTHER AGREEMENTS:
The Services available through or provided in connection with the Website and Your engagement with Us are governed by this Agreement. This Agreement does not alter in any way the terms or conditions of any other agreement You may have with Us, or Our subsidiaries or affiliates, for services or otherwise. If You are using the Website on behalf of any entity, You represent and warrant that You are authorized to accept these terms on such entity's behalf, and that such entity agrees to all the Terms and Conditions of the Agreement.

RESPONSIBILITIES:
We are only responsible for executing the Promotion as per Your specifications. We may offer inputs, advice, innovate solutions and make any other contribution on a good-will basis and must NOT be construed, in any manner whatsoever, as prediction of outcomes from the Promotion. You are responsible for approving those inputs and are responsible for the Promotion, its impact, its results, and the reactions of Your user-base and overall success of the program. You are responsible for all actions of Your user-base to which the Promotion is sent to, either by you or as requested by you or by your user-base, and indemnify Us of any and all violations or actions thereof, at all times.

INTERPRETATION AND USE OF DATA:
As part of the Services, it is clarified that We have no control over, and at no time be liable or responsible for any engagement, agreement and/or any commercial understanding that You may have pursuant to information obtained from Our Site or Website including, but not limited to, analytics, reports or any other data. Specifically, You disclaim all liabilities in that context against Us. Further, it is clarified that We are at no time liable or responsible for any direct or indirect use of information obtained from our site that You have decided to share publicly by intended or unintended third parties. For any additional information, please see Our Privacy Policy.

FEES:
As consideration for use of Services on Our Site or for Services rendered, You agree to pay Us the applicable service fees ("Marketing Fees") as communicated to you. You also agree that, by accepting the this Agreement, you are also bound by the terms ("Payment Terms") and schedule of payment ("Payment Schedule") as indicated to you. Based on the type of Service offering, payment maybe made in advance or on completion of the Service as indicated in the Payment Schedule. All Marketing Fees paid are non-refundable and are deemed to have been charged against Services already rendered or in other cases, charged against pre-paid credits purchased for use during the Promotion period. Pre-paid credits are deemed to have been fully utilized and are not refundable either during, by cancellation or at the end of the Promotional Period. Taxes, as applicable, including Goods and Services Tax, shall be charged extra on such Marketing Fees. Each Party shall be responsible for payment of its taxes, maintaining its own book-keeping, financial records, collection reports in accordance with generally accepted accounting principles and be compliant to all the applicable laws.

DISCLAIMER OF WARRANTIES:
CIPL makes no representations or warranties about its or any third-party services offered in connection with the Promotion such as, Cloud Platform services, Bulk SMS services, eMail services, Domain Naming services and telecom services; and hereby disclaims all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. However, CIPL shall strive to provide the Customer, highest quality of the Services it builds, including software patches for any technical issues under its control and as per defined process, but, does not offer any warranty, explicit or implied.
HENCE, YOUR USE OF THIS SITE AND/ OR THE WEBSITE AND THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR EXPECTATIONS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE MATERIAL IN THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

INTELLECTUAL PROPERTY:
Services are hosted on CIPL’s platform, and You understand and agree that, the intellectual properties such as, hosting platform, software infrastructure, code, software designs, analytics, software patches, software and related content and files, the selection and arrangement thereof, any adaptations or customizations created on the platform (collectively, the "Materials"), are the proprietary property of CIPL or Our licensors (if any) and are protected under trademark and copyright laws of India. No right or title or ownership to any Material is transferred herein by way of this Agreement.
HENCE, YOU UNDERSTAND THAT NO RIGHT OR TITLE OR OWNERSHIP TO ANY MATERIALS IS TRANSFERRED HEREIN, BY WAY OF THIS AGREEMENT, OR OTHERWISE, AT ANY POINT IN TIME OR IN ANY MANNER WHATSOEVER.

LIMITED LICENSE:
Except for Customer’s content, name, logos, trademarks, service marks, slogans, labels and artwork including any other marketing information provided by Customer, the Website created belongs to CIPL and subject to copyright, trademark, patent, and other intellectual property laws. We grant You a non-exclusive, non-transferable, revocable license to access and use Our Site, Website and Services, strictly in accordance with this Agreement for the duration of the Promotional Period. In return for this license, You agree to wholly abide by all terms herein, of which the violation of any is grounds for immediate termination of Your account CIPL reserves all rights not expressly granted herein.
For the duration of the Promotional Period, Customer grants CIPL restricted, non-exclusive, royalty-free, worldwide license to display Customer’s name, logos, trademarks, service marks, slogans, labels and artwork as provided by Customer. Additionally, You grant Us exclusive, royalty free, perpetual license to use all the data and analysis derived from Your account and information generated by Your usage of the Services, for analytics and such other services. We represent that We shall maintain Your personally identifiable information in confidence and in keeping with Our Privacy Policy. You grant us the permission to use Your Logo or archived Website without live data at our Site, only for the purpose of listing You as our clientele. We understand and respect that no public promotions or solicitations, such as public advertisements, are made on the basis of this Promotion without Your written permission.

ACCOUNT:
To use the Services, You are required to register and provide your name, valid email address, valid mobile number, GST, TAN and other related information, as required, from time to time. Please see Our Privacy Policy on how the personal information would be used. You are solely responsible for the confidentiality of any password/passcode/OTP, other account information and any activity that you undertake under your account, that You create in order to use the Services. You agree to notify us immediately on any unauthorized use of your account, user name, or password. You also agree that We are not liable in any manner for any loss, additions, modification or deletions that you may incur as a result of any third party using your password, either with or without your knowledge. You are solely liable for any losses incurred by Us, Our affiliates, officers, directors, employees, consultants, agents, and representatives due to mis-use of your account or password. Log-in to your account shall be used by one person. Multiple people are not permitted to share the same/single log-in. From time to time We may find it necessary to access Your account. For instance, We may access Your account for support, maintenance or security-related reasons either requested by you or otherwise. In such event, We will, if possible, provide You notice of Our intent, to use Your username and password, to do so. Please refer to Our Privacy Policy to know more.

MODIFICATION AND INTERRUPTION TO SERVICE
We reserve the right to modify or discontinue Our Services, partially or wholly, for upkeep or any other reason, with or without notice to You. We reserve the right to change the nature of Services from time to time, make improvements, withdraw features or modify in any other manner the Services rendered, with or without notice to You. Services rendered may have unintended interruptions due to various reasons, sometimes beyond our control. You understand that We shall not be liable to any User or third party for any such modification or interruption of service and You understand and are availing of Our Services on an “as is” basis.

RESTRICTION ON USE:
In keeping with the Services provided by Us You acknowledge that all content created for or by You for uploading on the Website, such as photos, videos, social media links, and any other information you want hosted (“User Content”), is Your sole responsibility. By sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. We cannot check whether Your use of the Website infringes legal rights of others or violates any law for the time being in force. We urge You to investigate and ensure that Your use of the Website does not infringe the legal right of others. During the period that We provide Service, You agree not to post, upload, transmit, distribute, store, create or otherwise publish any of the following:
During the period that We provide Service, You agree not to post, upload, transmit, distribute, store, create, publish or otherwise do any of the following:
   a) User Content that is unlawful, or in violation of local, state, national, or international laws, libellous, defamatory, obscene, pornographic, indecent, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, seditious, provoking or enticing communal or religious sentiments of any individual, group or community or otherwise objectionable;
  b) User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise violate any local, state, national or international law, rule, or regulation.
  c) User Content that may post or transmit any unsanctioned advertising, promotional materials, or any other forms of unsanctioned solicitation, including, without limitation, "junk mail," "Spam," "chain letters," or any unsolicited mass distribution of email, infringe or violate any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, You represent and warrant that You have the lawful right to distribute and reproduce such User Content;
  d) Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers;
  e) Viruses, corrupted data or other harmful, disruptive or destructive files;
  f) Stalking, harassing, or otherwise harming others Users
  g) User Content that may contain viruses, corrupted files, or any other similar software or programs that may cause damage of any kind.
  h) Using any automated system such as but not limited to “robots,” “spiders,” to generate more requests than is humanly possible to deny the Service to others;
  i) Compromise the integrity or try to decipher the system or its communication through which the Services are provided;
  j) Taking any action that imposes a disproportionately large load on the infrastructure or otherwise interferes with the proper working of the Service;
  k) Collecting or harvesting any personally identifiable information, including account names, from the Service;
The above list is not exhaustive and We may, at Our sole discretion, make additions to the same. We rely on Users of the Services or any other person who accesses Our Services by virtue of it being in public domain to bring violations to Our attention. In case a User or any other person reports abuse for and against You, the Site and/or the Website moderator shall ensure immediate action is taken to remove Your profile and/ or Your account from the Site and/or the Website. Without prejudice to the provisions contained herein, the Site and/or the Website moderator may even choose to terminate Your access to the Services immediately.

COPYRIGHT AND COPYRIGHT POLICY
Except for Your content, name, logos, trademarks, service marks, slogans, labels and artwork including any other marketing information provided by You, We shall have exclusive right to own and manage all promotional materials uploaded on its Website and other channels. CIPL shall own all the content on the Website during the Promotional Period. Notwithstanding the provisions contained above, We have internally ensured due compliance with the procedures set forth in the Digital Millennium Copyright Act (“DMCA”) for the reporting of alleged copyright infringement. It is Our policy to respect the legitimate rights of copyright owners, their agents, and representatives. You are required to respect the protection provided by applicable copyright law. Any DMCA notification can be sent to the Company’s representative at legal@citrya.com. The following elements must be included in Your copyright infringement claim:
  a) An electronic signature of the copyright owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  b) Identification of the copyrighted work claimed to have been infringed
  c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material.
  d) Information reasonably sufficient to permit Us to contact the complaining party, such as an address, telephone number and an electronic mail address at which the complaining party may be contacted.
  e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  f) A statement that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Failure to include all of the above information may result in a delay of the processing of the DCMA notification. It is expected that all Users of any part of Our Services will comply with applicable copyright laws. However, if We receive proper notification of claimed copyright infringement our Procedure would be that We will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing or to be the subject of infringing activity. We will comply with the appropriate provisions of the DMCA in the event a counter notification is received.

CONFIDENTIALITY:
Each Party acknowledges that, in the course of the performance of this Agreement, either Party will have access to proprietary and confidential information including that of the other Party (“Confidential Information”). Receiving Party shall take all reasonable measures to safeguard such Confidential Information and shall be liable for unauthorized use and disclosure of Confidential Information to any third party. Receiving Party shall be held liable for any breach committed with respect to the Confidential Information by its employees unless:
  (i) it is in the public domain at the time of disclosure;
  (ii) it comes into the public domain other than as a result of a wrongful act or omission on the part of the receiving Party, or any one or more of its personnel; or
  (iii) it is disclosed to the receiving Party by a third party in the circumstances which, do not involve a breach of any obligation of confidentiality owed to the disclosing Party.
In the event, the receiving Party is required to disclose the Confidential Information by an Order of a Court of law, or any governmental authority, it shall give the disclosing Party, prompt advance written notice of the disclosure (where lawful and practical to do so) so that, the disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means. This Clause shall remain in full force and effect notwithstanding any termination of this Agreement.

TERM AND TERMINATION:
This Agreement shall commence from the start of the Promotional Period or Date of Acceptance of this Agreement and shall continue to exist until the end of the Promotional Period. We reserve the right to archive or delete all data after the Promotional Period unless specifically requested by You otherwise. You understand that data may not be available for reference in future and hence, You will take all steps required to harvest the data from the Promotion. Either Party may terminate this agreement with 30 days notice. Based on the nature of Services availed by You, You can terminate this agreement by stopping to use the Service at any time, requesting deactivation of Your account, as long as you have settled all dues for using the Services. We reserve the right to deactivate the service if payment is not received and we have received no communication from you for a period of more than 30 days of either temporary or permanent inactivity in your account. In the event of a material breach of this Agreement by a Party, the other Party may terminate this Agreement by giving fifteen (15) days’ prior written notice to the other Party. This Agreement shall be automatically terminated if any of the Parties is acquired, declares closure of business or if any of the Parties resolves, applies or becomes or is declared insolvent/bankrupt or, if a receiver is appointed to manage its business, or if it enters into any judicial or voluntary scheme of composition with its creditors or concludes any similar arrangements with them or makes an assignment for the benefit of its creditors.

INDEMNIFICATION:
Each Party agrees at all times to defend, settle, indemnify and hold harmless the other Party, from third party claims arising out of the negligence, insolvency, deficiency in service or willful misconduct of the defaulting Party, its agents, employees, directors, officers, contractors and apprentices. You agree to indemnify Us and Our partners, agents, officers, directors, employees, subcontractors, successors, assigns, attorneys, course providers, and affiliates from any liability, loss, claim and expense, including reasonable attorney's fees, related to Your violation of this Agreement or the use of Our Site and/ or the Website and Services and any infringement claims by a third party over the creating, uploading of Your information on Our Site or Website and Your use of Our Services through Our Site and/ or the Website. In case of Your usage of Our Site and pursuant to the same by creating Your profile, You warrant that You are authorized to do so and We and Our related parties shall be indemnified at all times from any intellectual property infringement claims made against Us. Liability under this Clause is subject to the provisions of Clause “Limitation of Liability” of this Agreement.

LIMITATION OF LIABILITY:
IN NO EVENT SHALL WE, OUR SUBSIDIARIES, AND AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONSULTANTS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, LOSS OF BUSINESS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL, IN NO CASE, EXCEED THE TOTAL PENDING VALUE OF THIS AGREEMENT, AT ANY TIME.

EXTERNAL SITES
Our Website may be linked to the website of third parties, affiliates and business partners. We have no control over, and not liable or responsible for content, accuracy, validity, reliability, quality for such websites or made available by / through Our Website. Inclusion of any link on Our Website does not imply that We endorse the linked site. You use the links and these services at Your own risk.

OUTSIDE PARTIES, SOLICITATION AND NATURE OF RELATIONSHIP
You agree not to circumvent and engage any other independent contractor or Vendor for rendering services similar to that agreed herein during the engagement or Promotion period. The relationship of the Parties is solely that of the independent contractors on a principal-to-principal basis. Neither Party shall have any authority to contract with third parties on behalf of the other Party, or to expressly or impliedly represent that, it has any such authority, to any person unless authorised to do so in writing. Consequently, this Agreement and the rights granted under it, shall not be assigned or transferred by either Party without the prior written consent of the other Party. Neither Party will solicit employees of the other Party during the Promotional Period. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.

OTHER PROVISIONS:
  (i) Waiver. If one Party fails to enforce any provision of this Agreement, it shall not be precluded from enforcing the same provision at another time.
  (ii) Notices. All notices and communications required or permitted under this Agreement, shall be in writing, and either delivered personally or sent to the official address of the Party through recognized courier service. Either Party may change its address by delivering notice of such change of address to the other Party.
  (iii) Severability. In the event that, any provision of this Agreement is held by a Court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified the minimum extent necessary to render the provision enforceable in a manner that, most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement shall remain in full force and effect.
  (iv) Force Majeure. Neither Party shall be responsible for delays or failures in performance and any loss resulting from acts of war or civil disruption, governmental action, acts of God, other natural disasters or/and any situation including but not limited to network or technical failure, which is beyond the reasonable control of such Party.
  (v) Survival of certain terms. All the warranties, indemnification and confidentiality obligations set-forth in this Agreement shall survive the termination of this Agreement.
  (vi) Heading. Heading used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

GOVERNING LAW AND JURISDICTION
This Agreement and Your use of the Site and/or the Website and any Services therein shall be governed by and construed in accordance with the laws of India. You agree that any action in law or in-equity arising out of or relating to this Agreement shall be filed only in India and You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the courts located in Bangalore, India. In the event of any conflicts between foreign law, rules, and regulations, then the Indian law, rules, and regulations, shall prevail and govern. Any dispute or difference arising between the Parties out of this Agreement shall be settled amicably between themselves through discussion and negotiation and shall be final and binding on all parties to the dispute. In case any dispute arises dealing with, but not limited to, the interpretation or the enforceability of this Agreement, Site and/or the Website or the Services herein the same shall be submitted for resolution to a sole arbitrator appointed by Us under the Arbitration and Conciliation Act, 1996. The seat of arbitration will be Bangalore and the language of arbitration shall be English. The award of the sole arbitrator shall be final and binding on all parties to the dispute. All costs related to such legal action shall be borne by You.

QUESTIONS & CONTACT INFORMATION
Questions or comments about the Site and/or the Website or the Services may be directed to Us at the email address legal@citrya.com.

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