Terms of Use
1. DEFINITIONS
The user hereby unconditionally agrees that unless the context otherwise requires, the definitions listed below when used in these terms of use shall have the meanings attached to them and these terms shall be interpreted accordingly. The definitions listed below as used in these terms of use may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in these terms of use and whenever such terms are used in these terms of use they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:
“Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or any other relevant jurisdiction.
“Audio Books” shall include any and all representations of the finished book in the form a sound recording in any manner whatsoever and shall include any motion graphics which maybe on it.
“Contributor” shall include any user who is content creator who provides any literary work for consideration to become a contribution on the platform.This shall also include the Lead Author.
“Finished book” shall mean the entire literary work compiled by the company using the platform and published in the public domain in any form, either in electronic mode, offline or otherwise.
“Contribution” shall mean the written entry by the contributor for the purpose of selection in the finished book.
“Contributor Fee” shall include any and all the consideration paid by the company to the contributor in relation to his contribution in the finished book.
“Company” shall refer to LetsAuthor Technologies Private Limited.
“Content Access Fee” shall include any and all consideration paid by the reader to the platform for the purchase of a copy of the finished book, in any manner whatsoever.
“Dispute” shall have the meaning ascribed to it in clause 13.3.
“Effective Date” shall mean the date on which the User has signed up or registered on the website of the company.
“Indemnified Liabilities” shall have the meaning ascribed to it in clause 8.
“Indemnified Parties” shall have the meaning ascribed to it in clause 8.
“Intellectual Property Rights” shall mean all patents, trademarks, PVP, service marks, logos, get-up, trade names, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world which are held or beneficially owned by its owner/ Author.
“Lead Author” shall include any User, who takes the responsibility for opening a book and duly completing the same, along with contributions to such book from other contributors.
“Intellectual Property” shall mean the intellectual properties including ideas, concepts, creations, inventions, improvements, know how, trade or business secrets; trademarks, service marks, designs, works of authorship all types of literary works, in either printed or machine-readable form, whether or not registered under the relevant provisions of laws.
“Person” means and includes an individual, a sole proprietorship, an association, syndicate, a corporation, a firm, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company, a limited liability company or other entity or organization, body corporate, governmental authority, judicial authority, a natural person in his capacity as trustee, executor, administrator, or other legal representative and any other entity including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.
“Platform” shall include the company’s website and its corresponding data infrastructure made available to the user in accordance to these Terms.
“Reader Purpose” shall mean the personal consumption of the finished book by the R\reader through the platform.
“Reader” shall include any user who is accessing, reading or experiencing the finished book.
“Third Party” shall mean any persons other than the parties and the term “Third Parties” shall be construed accordingly.
“Third Party Adaptations” shall mean the conversion of any and all part of the finished book into a dramatic work by way of performance in public or otherwise by any third party.
“User” shall include any end user who uses and/or otherwise has access to the platform, in whole or in part, and shall include both the contributor and the reader.
2. INTERPRETATION CLAUSE
In these Terms of Use, except to the extent that the context otherwise requires:
2.1. References to a statute, ordinance or other applicable law shall be deemed to include any references to a statute, ordinance or other applicable law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other applicable law.
2.2. The headings are inserted for convenience only and shall not affect the construction of these terms of use.
2.3. The masculine includes the feminine gender as well as the neutral and vice-versa.
2.4. The singular includes the plural and vice-versa.
2.5. The word “including” means “including, without limitation.”
2.6. A natural person includes a juristic person and vice versa.
3. RIGHTS OF THE COMPANY
3.1. Notwithstanding anything contained herein, the company reserves the right to not select any contribution to be a part of a finished book. Without limitation to the foregoing, nothing in these terms shall provide the contributor with any right to be published by the company in any manner whatsoever.
3.2. The company reserves the right to make any modifications, amendments, additions or deletions to the contribution in any manner prior to its inclusion to the finished book. The contributor specifically waives any and all rights under any contract, applicable Law or equity in relation to aforesaid actions and/or omissions of the company, including but not limited to any economic or moral rights associated thereto.
3.3. The company shall have the exclusive right of publication and distribution of any and all contributions, the finished books and the audiobooks, in any and all forms of media, whether on the platform or otherwise.
3.4. Notwithstanding anything contained herein, the finished book shall be jointly owned by the company and the contributor (to the extent of his contribution).
3.5. The company reserves the right to block and/otherwise restrict access to the platform to any person, including but not limited to any reader or contributor.
3.6. The company specifically disclaims any and all liability that may arise in relation to the actions and/or omissions of any third party adaptations in relation to any and all content that made available on the platform (including but not limited to any contribution and/or any part thereof). Nothing in this clause shall be deemed to preclude the rights of the company that may accrue at such an instance under any applicable law, contract and/or equity.
3.7. The company may at its sole discretion provide any promotional discounts and offers in relation to the content access fee and the resultant adjustment to the contributor fee. Content creator specifically waives any and all rights that he may accrue under any applicable law, contract and/or equity in this regard.
3.8. Notwithstanding anything contained herein, the discontinuation of the business of the company and/or its liquidation/winding up shall be deemed to be an automatic termination of this agreement.
3.9. Notwithstanding anything contained herein, the company reserves right to monitor any and all activity by any User on the platform
3.10. Notwithstanding anything contained herein, the company reserves any and residual rights in relation to any matters that have not been addressed in these terms of use.
3.11. The company reserves the right to restrict the distribution of any and all part of any finished book and/or contribution, including but not limited to in any geographical territory, for any reason whatsoever.
3.12. The company reserves the right to carry out any and all actions/omissions to aide in the investigation any enforcement authority for violation of any applicable law by any user in pursuance of the activities envisaged herein.
3.13. The company is the owner and retains all proprietary rights to its platform, and all associated copyrights, trademarks, brands, service marks, patents or other proprietary rights under applicable law.
3.14. The user acknowledges, agrees, affirms and understands that the company does not provide any implied warranties of merchantability, fitness for the platform and/or any and all of the services connected therewith.
3.15. The company shall not be liable, at any time, for any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of any information contained in the platform.
3.16. Nothing in these terms of use shall be held to be prejudicial to any other rights that are vested with the company under applicable law.
3.17. The company shall have the right to amend these terms of use at any time and/or for any reason whatsoever, with or without notice. However, any substantial changes to the terms of use shall be notified to all users by the company
3.18. The company may at its sole discretion remove any contribution that is, unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable.
3.19. Without any limitation to the foregoing, the company shall have no liability for:
3.19.1. The user’s use of (or inability to use) the company’s platform, the contribution (or any part thereof), the finished books (or any part thereof) and/or the audiobooks (or any part thereof).
3.19.2. Any contribution (or any part thereof), the finished books (or any part thereof) and/or the audiobooks (or any part thereof) made available (or intended to be made available) on or by means of the platform or information or advice received by means of the platform;
3.19.3. Any breach of security involving the account of the user.
4. PAYMENTS AND REFUND POLICY
4.1. The user understands, appreciates, agrees and acknowledges that all payments (including but not limited to the content access fee) shall be made, in consonance with these terms shall happen in accordance in such specific commercial terms as may be mutually agreed upon, only through recognised channels specifically approved by the company.
4.2. Notwithstanding anything contained herein, the content access fee shall not be refunded (in whole or in part, in any manner whatsoever) due to actions and/or omissions of any user under any circumstances.
4.3. The company reserves the right to amend the content access fee as well as the contributor Fee, without prior notice.
5. REPRESENTATIONS, WARRANTIES, DECLARATIONS AND COVENANTS BY THE USER
5.1. The user understands, agrees, affirms and acknowledges that the company has no control over the activity of any other user on the platform and specifically disclaims any and all liability that it may accrue therefrom.
5.2. The user covenants that he shall not use any and all of the contributions and/or the finished books made available for any other commercial purpose other than those expressly mentioned allowed in these terms, without the prior written permission of the company.
5.3. The user covenants that he shall not use any of the company’s trademarks and/or service marks used in connection with any product or service that is not provided by the company, without prior written permission of the company.
5.4. The user covenants that he shall not alter the information, or material or use of such information, content or material made available by the company through platform (including but not limited to the contribution), either directly or indirectly, for any purpose that constitutes a violation of the copyright of the company or of a third-party creator (including but not limited to a contributor). The user agrees not to copy, reproduce, republish, upload, post, transmit or distribute such material in any way for any use without obtaining the prior written consent from the company.
5.5. Notwithstanding anything contained herein the user covenants that he shall not be using any of the platform for any illegal or unauthorized purpose under applicable law.
5.6. The user agrees to comply with all local rules under applicable law regarding online conduct and acceptable content, including laws regulating the collection, storage, usage and/or disclosure of data.
5.7. The user acknowledges, agrees, affirms and understands that any and all material contained in third party advertisements or information presented to the user through the platform is protected by their copyrights, trademarks, service marks, patents or other proprietary rights and laws.
5.8. The user acknowledges, agrees, affirms and understands that the title to and ownership of the platform (including all source code) and adjoining documentation and any modifications made thereto as well as any and all intellectual property rights therein shall at all times be held by the company.
5.9. The user represents and warrants that he has all the valid authorisations mandated under applicable law, to use the platform and/or enter into these terms of use.
5.10. Notwithstanding anything contained herein, the user specifically covenants that he would be a direct user of the platform. For avoidance of doubt, it is hereby clarified that no person other than the user is entitled to use the platform, directly and/or indirectly, in any manner whatsoever.
5.11. Notwithstanding anything contained anywhere, under no circumstances shall the company be deemed to be an agent of any person, including but not limited to the user.
5.12. Notwithstanding anything contained anywhere else, the terms stated herein shall be restricted to the due completion of the functions of the company as delineated in here. It is hereby clarified, that the company has no duty to carry out any ancillary function in the furtherance of its obligations under these terms.
5.13. The user understands, acknowledge, affirms and agrees that the audiobooks may involve intellectual property rights of Third Parties which may have independent license terms and that the user shall be bound by such terms in a mutatis mutandis manner.
5.14. Any user shall not link to the platform to his website if the following conditions are not fulfilled:
5.14.1. The link must either resolve to the homepage, www.letsauthor.com.
5.14.2. The link may not use, defame, or tarnish any logo, graphic, tagline, service mark, trademark, or copyrighted information of the company or any other third party;
5.14.3. The link and surrounding materials must not deliver the platform in a framed environment, or alter the layout, content, look, or feel of the platform;
5.14.4. The link and surrounding materials must not imply affiliation or falsely represent any relationship between the linking site and the company; and
5.14.5. The link and surrounding materials must not portray the company, the platform, and/or any contribution/finished book/Audiobook (or any part thereof) in a false, misleading, derogatory, defamatory or otherwise offensive manner.
5.15. The user shall not do or attempt to do any of the following:
5.15.1. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used by the platform (including without limitation, for the purpose of obtaining unauthorized access to it) without the company’s prior written authorization, including mirroring any part of the website;
5.15.2. Circumvent, disable, or otherwise interfere with security-related features of the platform and/or any part thereof that prevent or restrict its use;
5.15.3. Sell, resell or otherwise directly monetize any and all part of any contribution/finished book/audiobook with any third party in any manner whatsoever;
5.15.4. Use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the platform;
5.15.5. Use any script, tools, “bots” or hardware for the purpose of interacting with, using or running the platform on an automated or unattended basis;
5.15.6. Harvest, collect or mine information about other users;
5.15.7. Create a database by systematically downloading and storing all or any of the content and/or information on the company’s website;
5.15.8. Remove, obscure, make illegible or alter any proprietary notices or labels or other indications of the company’s rights in the platform;
5.15.9. Use or access another user’s account or password without permission.
5.15.10. Use the platform or any Contribution/Finished Book/Audiobook to make any derivative works in order to exploit the same.
6. SPECIFIC REPRESENTATIONS, WARRANTIES, DECLARATIONS AND COVENANTS BY THE CONTRIBUTOR
6.1. The contributor specifically represents that none of the contribution and/or finished book (or a part thereof) made available to the platform shall have any material that shall be deemed to be seditious under applicable law.
6.2. The contributor specifically represents that none of the contribution and/or finished book (or a part thereof) made available to the platform shall have any material that defamatory in nature and/or otherwise disparages any person.
6.3. The contributor specifically represents that none of the contributions and/or finished book (or a part thereof) made available to the platform shall have any connection with any real life events and/or persons and any similarities to any actual persons living or dead and/or any actual events in the past and/or the present is purely coincidental. The contributor understands, affirms, agrees and acknowledges that violation of the clause shall be deemed to be a material breach of contract.Any claim arising out of such breach shall be liability of such contributor and the contributor shall indemnify the Company from such claims.
6.4. The contributor specifically represents and warrants that no content uploaded by him (including but not limited to any contribution and/or finished book or part thereof) shall be plagiarized from any source in any manner whatsoever.
6.5. The contributor specifically represents and warrants that no content uploaded by him (including but not limited to any contribution and/or finished book or part thereof) shall infringe on the intellectual property rights of any third party in any manner whatsoever. For clarification of doubt, the company reserves the right to take any action against the contributor at such an instance independent of any third party claim and/or action that may be initiated against him.
6.6. The contributor shall not carry out any action and/or omissions that shall result in the infringement on any and all Intellectual Property Rights of the company in any manner whatsoever.
6.7. Notwithstanding contained herein, the contributor understands, acknowledges, affirms and agrees that the company shall have the exclusive distribution rights to any and all contribution and/or finished book or part thereof (and/or any part thereof) and the corresponding audiobooks (and/or any part thereof) in any and all media in perpetuity. For clarification of doubt, this clause shall survive the termination of this terms of use.
6.8. The contributor shall not upload any erotic, pornographic and/or explicit content which may be deemed inappropriate, at the sole discretion of the company.
6.9. The contributor willingly provides the company with the right to carry out any and all marketing and promotion activities making use of any and all content uploaded by him to the platform (including but not limited to any Contribution and/or finished book or part thereof). The company shall have the sole discretion to advertise / promote any of the contribution and/or finished book as it may deem fit, and no contributor, at their behest, shall have the right to seek for advertisement/promotion of contributor’s work
6.10. The contributor shall not make use of any and all trademarks and logos belonging to the company without taking its prior written permission
6.11. Notwithstanding anything contained herein, the contributor shall not re-distribute and/or otherwise make available any content he has uploaded on the platform in any medium of communication without the prior written consent of the company.
6.12. The contributor understands, agrees, affirms and acknowledges that there does not exist any implicit and/or explicit obligation of confidentiality on the company in relation to any and all content that he uploads and/or otherwise makes available on the platform.
6.13. The contributor shall not upload any other information on the platform in the place of any contribution.
6.14. The contributor specifically represents and warrants that the company does not require any consent (whether explicit or implicit) from any third party in relation to distribution of any Contribution and/or finished book or part thereof.
6.15. Notwithstanding anything contained herein, in view of exclusive rights of the Company over all contributions, the Contributor shall not have any right to assign any and all of his obligations and covenants under this Agreement as well as in relation to his right, title and interest in relation to any Contribution/, in any manner whatsoever. For clarification of doubt, the restriction under this Clause shall survive the termination of these Terms of Use.
6.16. Notwithstanding anything contained herein, to the extent allowed under applicable law, the contributor voluntarily waives all moral rights in relation to any and all part of his contribution.
6.17. Notwithstanding anything contained herein, the contributor shall not upload and/or otherwise make available any work of non-fiction and/or any commentary on any matters involving the real world and/or current affairs in any manner whatsoever. Violation of this clause shall be deemed to be a material breach of contract and the contributor shall indemnify and hold harmless the company and/or its permitted assigns against any and all liabilities and/or losses that may be incurred by the company in this regard. Nothing in this clause shall preclude the right of the company to seek damages and/or any other relief under Applicable Law at such an instance in any manner whatsoever.
6.18. The contributor specifically represents and warrants that he has right, title and/or interest and is authorized under applicable law to perform the activities that are envisaged under this agreement.
6.19. The contributor covenants that he shall not use the platform, either directly or indirectly, whether through any goods, literature, products, or other materials or otherwise:
6.19.1. to defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors.
6.19.2. to encourage or incite violent acts.
6.19.3. to promote intolerance or hatred.
6.19.4. to promote or support membership in terrorist groups or other organizations prohibited by either international or domestic laws.
6.19.5. to contravene public morality.
6.19.6. to carry out or abet actions that are disruptive of public order.
7. REPRESENTATIONS, WARRANTIES, DECLARATIONS AND COVENANTS BY THE LEAD AUTHOR
7.1. Lead Author is the person who shall take the responsibility for opening a book and duly completing the same, along with contributions to such book from other contributors. There shall be a minimum number of unique contributors, as specified on the website, to the proposed book of a Lead Author.
7.2. Lead Author shall complete a Book within a time frame of six months from the date of opening of such Book for Contributions or within the period of such extensions, as provided by the Company, upon receipt of written communication from the Lead Author with consensus of all Contributors. If the Lead Author does not complete the book within the said time frame, the Company shall have the liberty to either discard the same along with all the contributions or take over the same and complete the book as its Lead Author.
7.3. Lead Author shall have all the liberties to use his discretion on deciding the title, subtitle, description, chapter names and other details pertaining to a Book, which he intends to publish through the Company. Lead Author shall also provide an introduction, the topic and message of the Book along with Table of Contents and may upload a cover page, so as to provide a brief idea about the Book he intends to publish through the Company. Upon uploading the said details, Lead Author shall submit the proposed book for approval by the Company and the Company shall evaluate the same and if found that the proposed Book is fit for publication and Lead Author is interested to take up such role, approve the same.
7.4. Once the proposed Book is approved by the Company, the same shall be open for contributions from other contributors. The Book will be displayed in “Coming Soon” section of the website.
7.5. The Lead Author shall have all the liberties with respect to writing his book and seeking contributions with regard to any part(s) thereof. The Lead Author shall follow the guidance as provided on the website in FAQs and other sections, explaining the Lead Author as to how to edit and complete the proposed book.
7.6. The Lead Author shall be fully responsible and liable for acceptance/ approval/ modification/ rejection of the contributions made by any contributor to the proposed book of Lead Author. Lead Author shall duly comply with “Terms of Use” as and where applicable, while discharging his role. The Company shall have no role or responsibility towards the same.
7.7. Lead Author shall also be responsible to ensure that no contribution / part of contribution infringes any copyright. Lead Author shall indemnify the Company for all claims arising out of his proposed or completed book by any contributor or any third parties.
7.8. Rights of all Contributors, as specified hereinabove, shall be enforceable against the Lead Author. However, the appropriation of profits shall be undertaken by the Company.
7.9. Once the Lead Author completes the proposed book, he has to meet the following criteria:
7.9.1. Proposed book shall have a minimum number of unique contributors other than Lead Author, as specified on the website.
7.9.2. The submitted manuscript must be complete, there must be no major gaps in the storytelling.
7.9.3. It must have a new and unique message for the reader.
7.9.4. It must make a new contribution to the field.
7.9.5. It must contain original, genuine and validated content.
7.9.6. It must be uniquely different from other competitive publications and go beyond them
7.10. If the proposed book of a Lead Author meets the above criteria the same shall be submitted to the Company. The Company shall then examine and evaluate the proposed Book and on its sole discretion decide if the proposed book meets the publishing criteria of the Company and approve or disapprove the publishing of the Book.
7.11. Upon the approval of publishing of proposed book by the Company the same shall undergo publishing process, which shall take about 3 to 9 months and during this period, the Lead Author shall constantly assist the Company with regard to Book Editing, Cover Design etc.
7.12. Upon approval of the proposed Book, the Lead Author and the Company shall execute an Agreement with the terms and conditions mentioned herein along with such other mutually agreed terms and conditions with regard to the published book.
7.13. The Copyright of the published book shall vest with the Lead Author along with recognition of rights of contributors with regard to their respective contributions.
7.14. The Company shall have the exclusive right of exploitation, publication and distribution of the published book. All forms of exploitation of the published book or parts thereof, in any forms of media, shall be done only with prior consent of the Company and upon mutually agreed profit sharing ratio.
7.15. The Company shall share the profits gained from the published book in ratio mentioned on the website prevailing at the time of publication of the Book, along with the Lead Author and all his contributors. The Company shall share a table of calculation and appropriate the respective shares to the Lead Author and his contributors as per the terms of Payments.
7.16. The aforementioned Terms of Use shall be read in consonance with General Term of Use, Privacy Policy and other terms provided on the Website of the Company to determine rights and obligations of a Lead Author.
8. SPECIFIC REPRESENTATIONS, WARRANTIES, DECLARATIONS AND COVENANTS BY THE READER
8.1. Notwithstanding anything contained herein, the reader understands, acknowledges, agrees and affirms that under no circumstances shall the content access fee, in whole or in part, be refundable, in any manner whatsoever.
8.2. The Reader understands, agrees, affirms and acknowledges that the company shall incur no liability in relation to any action and/or omission of a contributor.
8.3. The Reader shall not carry out any action and/or omission that shall in any manner infringe and/or adversely affect the Intellectual Property Rights of the company and/or the contributor in any manner whatsoever.
8.4. The Reader acknowledges, agrees, affirms and understands access to the platform and/or the Contributions/Finished Books/Audiobooks and/or parts thereof) may not be available from time to time, may be terminated in whole or in part at any time and without notice, and that the company shall not, in any event, be responsible to the reader in any way should the Reader be unable to access the platform (or component thereof) at any time or from time to time.
8.5. The reader agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on any Contributions/finished books/Audiobooks and/or parts thereof made available to them through the platform, in whole or in part.
8.6. The reader acknowledges, agrees, affirms and understands that he shall not have any right, title or ownership interest in the platform and/or any Contributions/Finished Books/Audiobooks and/or parts thereof except the limited right to use the platform and access any Contributions/Finished Books/Audiobooks and/or parts thereof as explicitly provided in these terms.
8.7. The company specifically disclaims any and all representations, warranties and/or covenants (either express or implied) and any liability in any form in relation the quality and the standards in relation to any and all Contributions/finished books/Audiobooks and/or parts thereof with respect to a reader.
9. INDEMNIFICATION
The user shall defend, protect, indemnify and hold harmless the company and its partners, employees, agents, successors, and assignees (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the indemnified parties as a result of, arising out of or relating to:
9.1. Any misrepresentation by the user to the indemnified parties.
9.2. Any misrepresentation of the user to any third party with respect to the indemnified parties.
9.3. The breach of any of the clauses of these Terms.
9.4. Any actions or omissions of user, in derogation to any applicable law, giving rise to any liability against the indemnified parties
9.5. All taxes and regulatory fees for which the user may be liable.
10. CUSTOMER SUPPORT
In case of any grievance in relation to the platform and/or the company, or at the instance of any perceived copyright violations, the user can reach out to admin@letsauthor.com.
11. LIMITATION OF LIABILITY
11.1. Subject to Applicable Law, notwithstanding anything contained herein the company shall not be liable for any personal injury, emotional injury, stress caused due to any nature of service provided through the platform or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to user’s use or inability to use the platform, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if the company has been advised of the possibility of such damages.
11.2. Notwithstanding anything contained herein, in no event shall the company’s total liability to the user for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the content access fee. The foregoing limitations shall apply even if the above stated remedy fails of its essential purpose.
11.3. Without limiting the foregoing, except as expressly stated in these terms, the User understands and agree that the use of the Platform is at the User’s sole risk and that the services are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties and conditions including, without limitation, warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, non- infringement, and those arising from course of dealing or usage of trade. The Company makes no warranty as to the accuracy, completeness or reliability of any materials, information or data available through, or the performance of, the Platform.
11.4. The company shall not be responsible for access delays or interruptions, loss of registration, processing of an order, unauthorized use of account of a user, user’s failure to keep his account information like passwords and other credentials and such other errors or any direct/indirect/incidental/special/consequential/exemplary damage caused in pursuance to use of the platform by any User.
11.5. The company shall not be held liable for any cyber-attacks / illegal hacking on its servers and any losses caused due to such illegal acts. However, the company shall ensure that it shall take all requisite precautions and avail sufficient cyber security to deal with malware and such threats of illegal cyber-attacks.
12. TERMINATION
12.1. Subject to applicable law, the company shall have an unconditional right, but not an obligation, to terminate its engagement with the user, without notice, including but not limited to the restriction of and/or otherwise denial of access to any and all parts of the Platform, in case of any breach, intellectual property rights infringement, violation of terms of Use or privacy policy or any other express or implied agreement or usage or customs or violation of any law or policy.
12.2. Upon termination the following actions shall take place:
12.2.1. The user’s account shall be canceled and closed, and the corresponding user ID and password shall be deactivated;
12.2.2. The user shall forfeit all right, title and interest in and to any and all of contributor fee as may be applicable post the date of termination; and
12.2.3. The company shall have the right but not an obligation to permanently delete any and all of the information made available by the user. For clarification of doubt, the company may also continue to use such information for internal archival and reference purposes.
12.3. Termination of these terms shall not relieve any party of any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated, as well as those arising from the clauses laid down in Clause 12 herein.
13. SURVIVAL
Clauses 3.4, 3.5, 3.8, 3.13, 3.14, 3.15, 3.16, 4.2, 5.2 5.3, 5.4, 5.6, 6.6, 6.10, 6.12, 6.19, 7.3, 7.7, 8, 10, 11, 13 and 14 of these terms of use shall survive the termination of all engagements between the user and the company for any reason whatsoever (along with any ancillary clauses necessary for their due enforcement and implementation).
14. GOVERNING LAW AND ARBITRATION
14.1. This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of Republic of India.
14.2. Subject to Clause 13.3 below, these Terms shall be subject to the jurisdiction of the courts in Bengaluru, India.
14.3. Any matter, dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be exclusively and finally resolved by arbitration under the Indian Arbitration and Conciliation Act, 1996. The Dispute shall be resolved by three (3) arbitrators. the company shall appoint one (1) arbitrator, the user shall appoint one (1) arbitrator and the two arbitrators can jointly appoint the third arbitrator. The existence and content of the arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the correspondence, orders and awards issued by the arbitral tribunal, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
14.4. At the instance either Party fails to appoint an arbitrator within 30 (thirty) days from the date of the raising of a dispute, it shall be deemed that the parties have jointly appointed the sole arbitrator elected by the other party.
14.5. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.
14.6. The seat as well as the venue of the arbitration at all times shall be Bengaluru, India.
14.7. All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.
14.8. The arbitration award shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
14.9. The Parties agree to bear their own costs of arbitration until such time that the arbitral tribunal does not pass an award deciding on the costs. The arbitrators may, (but shall not be required to), award to a party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel).
14.10. When any dispute is under arbitration, the parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this agreement.
15. ASSIGNABILITY
Notwithstanding anything contained herein, the user shall not be entitled to assign his rights and obligations under the Agreement to a third party under these terms of use.
16. SEVERABILITY
Any provision in these terms of use, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of these terms of use or affecting the validity or enforceability of such provision in the same or any other jurisdiction.
17. AMENDMENTS AND WAIVERS
17.1. Any provision of these terms of use may be amended or waived by the company if, and only if such amendment or waiver is in writing and signed by the company’s authorized representative.
17.2. The company reserves a right to amend any and all parts of these terms of use, for any reason whatsoever, while providing due notice to the user.
17.3. No waiver by the company of any condition of these terms of use, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other condition of these terms of use on any future occasion. All remedies, either under these terms of use or by applicable law or otherwise afforded, will be cumulative and not alternative.
18. INDEPENDENT CONTRACTORS
The user and the company are independent contracting parties and the user has no power or authority to assume or create any obligation or responsibility on behalf of the company. These terms of use will not be construed to create or imply any contract of agency, partnership, or joint venture, or employer-employee relationship.
19. ENTIRE AGREEMENT
These terms of use, along with the Privacy Policy constitutes the entire agreement of the parties hereto with respect to the transactions envisaged under these terms of use and the inter-se rights and obligations of the parties, superseding and replacing all negotiations, prior agreements, discussions, memoranda or heads of agreements, made prior to the date hereof amongst the parties.
Last Updated: July 11, 2021