This ADS Customer Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of the Service (as defined below) and is an agreement between ADS E-VENTURES LLP ("ADS," "we," "us," or "our") and you or the entity you represent ("you"). This Agreement takes effect when you click an "I Accept" button or check box presented with these terms or, if earlier, when you use any of the Service (the "Effective Date"). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms used in this Agreement.1. Use of the Service
1.1 Generally. You may access and use the Service in accordance with this Agreement.
1.2 Your Account. To access the Services, you must create an ADS account associated with a valid e-mail address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 7.
1.3 Third Party Content. Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.2. Changes.
We may change, discontinue, or deprecate any of the Service (including the Service as a whole) or change or remove features or functionality of the Service from time to time. We will notify you of any material change to or discontinuation of the Service.3. Security and Data Privacy.
3.1 ADS Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
3.2 Data Privacy. We will not access or use Your Content except as necessary to maintain or provide the Service, or as necessary to comply with the law or a binding order of a governmental body. We will not disclose Your Content to any government or third party; except as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2.4. Your Responsibilities
4.1 Your Content. You are solely responsible for Your Content. For example, you are solely responsible for: (a) compliance of Your Content with the law; (b) any claims relating to Your Content; and (d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person’s rights, including notices pursuant to any intellectual property right laws.
4.2 Other Security and Backup. You are responsible for properly configuring and using the Service and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. ADS log-in credentials are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your log-in credentials to your agents and subcontractors performing work on your behalf.5. Fees and Payment
5.1 Service Fees. You will pay us the applicable fees and charges for use of the Service as described on the ADS Site using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for a new feature of the Service will be effective when we post updated fees and charges on the ADS Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. We may charge you interest at the rate of 1.5% per month on all late payments. Any Service Fees paid to us, including any advance Service Fees paid to us, shall not be refundable.
5.2 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, whether current or future, including service tax. If any deduction or withholding is required by law, you may deduct the same after notifying us and the same shall not be in excess of as required by law. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.6. Temporary Suspension
6.1 Generally. We may suspend your right to use any portion or all of the Service immediately upon notice to you if we determine: (a) your use of or registration for the Service (i) poses a security risk to the Service or any third party, (ii) may adversely impact the Service or the systems or Content of any other ADS customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent; (b) you are in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or (c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. 6.2 Effect of suspension. If we suspend your right to use any portion or all of the Service: (a) you remain responsible for all fees and charges you have incurred through the date of suspension; (b) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement. 6.3 Our right to suspend your right to use the Service is in addition to our right to terminate this Agreement pursuant to Section 7.2.7. Term; Termination
7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 7.2.
7.2 Termination.(a) Termination for Convenience. You may terminate this Agreement for any reason by: (i) providing us notice and (ii) closing your account for Services. We may terminate this Agreement for any reason by providing you 30 days advance notice. (b) Termination for Cause. (i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period. (ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you results in a suspension described in Section 6.1, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Service expires, terminates or requires us to change the way we provide the Service, (c) if we believe providing the Service could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Service by you or our provision of the Service to you has become impractical or unfeasible for any legal or regulatory reason.
7.3 Effect of Termination.
(a) Generally. Upon any termination of this Agreement: (i) all your rights under this Agreement immediately terminate; (ii) you remain responsible for all fees and charges you have incurred through the date of termination; (iii) you will immediately return or, if instructed by us, destroy all ADS Content in your possession; and (iv) Sections 4.1, 5.2, 7.3, 8 (except the license granted to you in Section 8.4), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms. (b) Post-Termination Assistance. Unless we terminate your use of the Service pursuant to Section 7.2(b), during the 30 days following termination: (i) we will not erase any of Your Content as a result of the termination; (ii) you may retrieve Your Content from the Service only if you have paid any charges for any post-termination use of the Service and all other amounts due; and (iii) we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers. Any additional post-termination assistance from us is subject to mutual agreement by you and us.8. Proprietary Rights
8.1 Your Content. As between you and us, you or your licensors own all right, title, and interest in and to Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Service to you.
8.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content; and (b) you have all rights in Your Content necessary to grant the rights contemplated by this Agreement.
8.3 License Restrictions. You will not use the Service in any manner or for any purpose other than as expressly permitted by this Agreement. You will not, or will not attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service, (b) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service, (c) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service you have used.
8.4 Suggestions. If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.9. Indemnification
9.1 General.You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your use of the Service (including any activities under your ADS account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content. If we or our affiliates are obligated to respond to a third party compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party compulsory legal order or process at our then-current Hourly Rates.
9.2 Process. We will promptly notify you of any claim subject to Section 9.1, but our failure to promptly notify you will only affect your obligations under Section 9.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.10. Disclaimers
The service is provided "As is." we and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the service or the third party content, including any warranty that the service or third party content will be uninterrupted, error free or free of harmful components, or that any content, including your content or the third party content, will be secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.11. Limitations of Liability
We and our affiliates or licensors will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if a party has been advised of the possibility of such damages. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the services, including as a result of any (I) termination or suspension of this agreement or your use of or access to the service, (ii) our discontinuation of any or all of the service, or, (iii) without limiting any unanticipated or unscheduled downtime of all or a portion of the services for any reason, including as a result of power outages, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the service; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data. In any case, we and our affiliates’ and licensors’ aggregate liability under this agreement will be limited to the amount you actually pay us under this agreement for the service that gave rise to the claim during the 12 months preceding the claim.12. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the ADS Site or by otherwise notifying you in accordance with Section 13.7; provided, however, that we will provide at least 90 days advance notice in accordance with Section 13.7 for adverse changes to any Service Level Agreement. Subject to the 90-day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the ADS Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.13. Miscellaneous
13.1 Confidentiality and Publicity. You may use ADS Confidential information only in connection with your use of the Service as permitted under this Agreement. You will not disclose ADS Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of ADS Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
13.2 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the ADS Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the ADS Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact ADS as follows: (i) by facsimile transmission to ****************; or (ii) by personal delivery, overnight courier or registered or certified mail to A/1106,O2 Complex, Plot No.23&24,Minerva Ind Estate Opp. Asha Nagar, Mulund West, Mumbai MH 400080 IN. We may update the facsimile number or address for notices to us by posting a notice on the ADS Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
13.4 Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.4 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
13.5 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
13.6 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
13.7 Governing Law; Venue. The laws as applicable in the city of Mumbai, govern this Agreement and any dispute of any sort that might arise between you and us. The courts in Mumbai shall jurisdiction with respect to this Agreement.
13.8 Disputes. Any dispute or claim relating in any way to your use of the Service will be resolved by Arbitration. One arbitrator shall be mutually decided by you and us. If there is no consensus between you and us on appointment of an Arbitrator, then such appointment shall be made in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 and any other statutory modification or re-enactment thereof for the time being in force. Such arbitral award shall be binding on all parties to the dispute.
13.9 Entire Agreement; English Language. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.14. Definitions.
"Account Information" means information about you that you provide to us in connection with the creation or administration of your ADS account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your ADS account.
"ADS Confidential Information" means all non-public information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. ADS Confidential Information includes: (a) non-public information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. ADS Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the ADS Confidential Information.
"ADS Content" means Content we or any of its affiliates make available in connection with the Services or on the ADS Site to allow use of the Service, including Documentation; sample code; software libraries; command line tools; and other related technology. ADS Content does not include the Service.
"ADS Site" means http://www.evaultz.in and any successor or related site, including any mobile application, designated by us.
"Content" means software (including machine images), data, text, audio, video, or images.
"Hourly Rates" means a rate of INR 1,000 per hour or such higher rate as may be provided on ADS Site.
"Service" means each of the web services made available by us or our affiliates.
"Suggestions" means all suggested improvements to the Service that you provide to us.
"Term" means the term of this Agreement described in Section 7.1.
"Third Party Content" means Content made available to you by any third party on the ADS Site or in conjunction with the Services.
"Your Content" means Content that you transfer to us for processing, storage or hosting by the Service in connection with your ADS account and any computational results that you derive from the foregoing through youruse of the Service. Your Content does not include Account Information.