THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND EXCLUSÍFE, INC. (hereinafter “Exclusife”) GOVERNING YOUR USE OF EXCLUSIFE’S SUITE OF DATA AND CUSTOMER RELATIONSHIP MANAGEMENT SOFTWARE.
This Agreement consists of the following terms and conditions (hereinafter the “Terms”).
Acceptance of the Terms
Description of Service
We provide an array of services for data management and customer relationship management ("Service" or "Services"). You may connect to the Services using any Internet browser, computers, or mobile devices supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.
User Sign up Obligations
You need to sign up for a user account by providing all required information in order to access or use the Services. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Exclusife has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Exclusife may terminate your user account and refuse current or future use of any or all of the Services.
Personal Information and Privacy
Communications from Exclusife
The Service may include certain communications from Exclusife, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Exclusife in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by Exclusife to the complainant.
Fees and Payments
The Services are available under subscription plans of various durations and fees. Your user account will remain active as long as you continue making payments for your subscription plan. All payments are non-refundable, unless approved by Exclusife on its sole discretion. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle.
Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Exclusife; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication.
Spamming and Illegal Activities
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
Using the Exclusife services requires communication via SMS (short messaging service). You are responsible for any fees and costs for accessing the System or Services from a mobile device as charged by the mobile device service provider. You also agree that you are fully aware of and well conversant with the "Telecom Commercial Communications Customer Preference Regulations 2010" issued by the Telecom Regulatory Authority of India with respect to Unsolicited Commercial Communication ("UCC Regulations"). You further agree that you are also fully aware of & well conversant with the implications for the violations of the UCC Regulations including the penal and financial related actions against the violation of the UCC Regulations. For avoidance of doubt, you understand that the penalty schedule for breach of the UCC regulation is as follows
|Complaint Number||Penalty (in INR)|
You also agree to abide by the said UCC Regulations and you are liable for any breach of the UCC Regulations by you, your directors, employees, agents, sub-agents, and/or any person acting on your behalf for any punitive action for violation of the said UCC Regulations. You also agree to indemnify and always keep indemnified Exclusife, their directors, officers and employees for any loss or damage suffered by them on account of any breach or violation of the UCC Regulations by you, your directors, employees, agents, sub-agents, and/or any person acting on your behalf.
Inactive User Accounts Policy
We reserve the right to terminate unpaid accounts that are inactive for a continuous period of 30 days.
You can add, create, edit or store content in your user account. By agreeing to the Terms, you provide Exclusife the license to store, use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account (the “User’s Data”) for Exclusife’s commercial, marketing or any similar purpose. You also grant Exclusife permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
User Generated Content
You, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, ownership or right to use of all User’s Data, and Exclusife shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User’s Data. You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Exclusife will have the right to block access to or remove such content made available by you if Exclusife receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Exclusife for this purpose.
Sample files and Applications
Exclusife may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Exclusife makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
You agree that all of Exclusife's trademarks, trade names, service marks, and other logos and brand features, including "Exclusife", displayed on the System ("Marks") are trademarks and the property of Exclusife. You agree not to display or use Exclusife's Marks in any manner without Exclusife's prior permission.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. EXCLUSIFE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCLUSIFE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM EXCLUSIFE, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
Limitation of Liability
YOU AGREE THAT EXCLUSIFE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF EXCLUSIFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EXCLUSIFE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE IN THE PAST 3 MONTHS.
You agree to indemnify and hold harmless Exclusife, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Exclusife.
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Exclusife may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
Suspension and Termination
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to email@example.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if Exclusife breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, and deletion of information in your user account such as your email address and password.
Additional Terms for Mobile Applications
Any mobile application published by Exclusife on Google PlayStore or Apple App Store is the sole property of Exclusife. Exclusife reserves the right to disable, unpublish, republish, or remove any mobile application from Google Play Store or Apple App Store at its sole discretion.
Additional Terms for Facebook and other Third Party Sites
Unless informed in writing by you, you a) agree that Exclusife may create content on your behalf on Facebook or other third party sites for commercial or marketing purposes, b) grant Exclusife the license to store, use, reproduce, adapt, modify, publish or distribute said content.
END OF TERMS OF SERVICE
If you have any questions or concerns regarding this Agreement, please contact us at firstname.lastname@example.org.