DESCRIPTION OF SOFTWARE; GRANT OF LIMITED RIGHTS
Owner offers performance marketing software (“Software”) as a service solution through the http://www.offer18.com (“Site”). Owner offers several payment plans of the pre-arranged features, tools and capacities sets designed to meet your specific needs as provided on the Site.
End-User License grants You these limited rights: (i) to use the Software by logging to it via the Site or tailored gateway ; (ii) to upload and download the data to and from the Software; (iii) to customize the built-in features and tools of the Software in order to retrieve, gather, process and analyze your data; (iv) to review and analyze data processing results via Software or by downloading the reports and data.
The End User License, if not terminated earlier under the terms of this Agreement, is granted for the period (“Term”) during which the Service Fee is paid for.
PRIVACY AND PERSONAL DATA
Owner has a right to transfer your contact/identification information and details to Provider in order to provide you access to Site and the Software, and any third party in order to recover debts.
You hereby agree to assume sole responsibility for maintaining the confidentiality of your account and login details. As such, you hereby agree to assume sole responsibility for all activities that occur under your account or via use of your password. If you become aware of any unauthorized use of your password or of your account, you agree to notify Owner and/or Provider immediately. You are solely responsible for utilizing industry recognized software to detect and disinfect viruses, spyware, malware, and other harmful or otherwise undesirable components from any downloads that may jeopardize the security of your account or otherwise cause harm. You agree to follow other requirements related to your account as provided in the Terms and Conditions of Use.
TERM AND TERMINATION
You are considered to start using the Software as of the date that your free trial is expired and you continue/agree to access the Software subject to terms and conditions of this Agreement (“Account Start Date”). This Agreement is effective as of the Account Start Date subject to the acceptance of this Agreement by you (“Effective Date”). Prior to the Effective Date, your account and use of the Site shall be controlled only by the Terms and Conditions of Use found on the Site until the Effective Date hereof, and upon such Effective Date this Agreement shall apply together with Terms and Conditions of Use. In case of conflict between this Agreement and Terms and Conditions of Use, this Agreement shall prevail.
The access to Software shall be provided to you on a month-to-month basis, until the termination of this Agreement, subject to monthly payment of the Service Fees. We may terminate this Agreement at any time with the notice. You may terminate the Agreement and cancel the subscription prior the start of the next month. You are responsible for the monthly subscription fee payment if termination was not done in stated terms.
Owner or Provider may terminate this Agreement with immediate effect and without prior notice in case you make any breach of this Agreement, including Terms and Conditions of Use.
On termination, you lose the right to access or use the Software. The following shall survive termination: (i) our rights to use and disclose your Feedback; (ii) any amounts owed by either Party prior to termination remain owed after termination.
USE OF SOFTWARE
In addition to your obligations and responsibilities provided in the Terms and Conditions of Use, you: (i) shall not access (or attempt to access) the Site and/or Software by any means other than through the interface that is provided by the Site or Owner; (ii) shall not gain or attempt to gain unauthorized access to Owner’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Software (or the servers and networks in connection with the Site); (iii) shall not reproduce, duplicate, copy, sell, trade or resell the Site and/or Software (including platform or software), or any portion thereof, to any individual or entity for any purpose whatsoever, as well you shall not decompile or reverse engineer any part of the Site and/or the Software , and that these actions are specifically prohibited. As well, you shall use the Site and the Software for the lawful uses only. Violation of any provision of this section shall be considered a material breach of this Agreement.
Owner shall have the right to make modifications and updates as provided in the Terms and Conditions of Use. You will have access to support as provided in the Terms and Conditions of Use. Under special circumstances, Owner could perform technical updates, which could lead to the minor limitation of site usage. In the event the Application experiences a defect or failure, Owner will use its commercially reasonable efforts to resolve such defect or failure. Owner is not responsible for the downtime resulting from Force Majeure Events as provided for in this Agreement, any downtime caused by Owner`s exercised right to suspend Customer’s access to the Software and downtime caused by any malfunction or failure of Customer’s hardware, systems, other software or internet access service. Owner is not responsible for the working capacity of the external services and plugins. Claims regarding non-operation of any of such services and plugins should be sent directly to the Owner of such service or plugin.
The Site and the Software are operated and maintained solely by the Owner. Provider has nor rights, nor ability to modify the Site / the Software, as well as no rights to use the Software. Provider does not provide any services to the Users, except of Licensee Level Support as provided in the Terms and Conditions of Use.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
IN ADITION AND WITHOUT LIMITATIONS TO WHAT IS PROVIDED IN TERMS AND CONDITIONS OF USE, TO THE FULLEST EXTENT OF ALL APPLICABLE LAWS, THE SITE (INCLUDING ALL INFORMATION THEREON) AND THE SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS AND OWNER (INCLUDING PROVIDER AND OTHER OWNER’S LICENSEES) DISCLAIMS: (I) ALL REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE SITE OR INFORMATION THEREON, THE SOFTWARE OR ITS PRODUCTS, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; AND (II) ANY WARRANTY THAT ITS SOFTWARE OR INFORMATION WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVERS ARE FREE OF VIRUSES, SPYWARE, MALWARE OR OTHER HARMFUL COMPONENTS. FURTHER, OWNER (INCLUDING PROVIDER AND OTHER OWNER’S LICENSEES) MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SOFTWARE, THE SITE AND/OR ASSOCIATED PRODUCTS. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, GIVEN BY OWNER (INCLUDING PROVIDER AND OTHER OWNER’S LICENSEES) THROUGH THE SOFTWARE, THE SITE AND/OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN HEREIN.
LIMITATION OF LIABILITY
AS PROVIDED IN TERMS AND CONDITIONS OF USE, IN NO EVENT SHALL OWNER (INCLUDING PROVIDER AND OTHER OWNER’S LICENSEES) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE, THE SOFTWARE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF OWNER (INCLUDING PROVIDER AND OTHER OWNER’S LICENSEES) TO YOU FOR ALL CLAIMS ARISING FROM THE SITE, THE SOFTWARE AND THE CONTENT IS LIMITED TO ONE MONTHLY FEES FOR THE CHOSEN SUBSCRIPTION PLAN.
The Software and all content and materials on the Site, including, without limitation, the logos, and all designs, text, graphics, pictures, reviews, information, data, software, sound files, other files and the selection and arrangement thereof are the proprietary property of Owner or its licensors and are protected by laws of the location of the Owner and international copyright laws. Any use, copying, redistribution and/or publication by you of any part of the Software and/or the Site are strictly prohibited.
You do not acquire any ownership rights to the Software, the Site or any material made available by and through the Site. However, all information and data uploaded by you or retrieved, processed by the Software on your behalf shall remain your property. You shall have a right to download, retrieve, copy, duplicate any of his data as stored on the Site or in/by the Software. This information shall not be disclosed to third parties.
Any use of the materials, except your information, contained on the Software and/or the Site without the prior written permission of Owner, is strictly prohibited and will terminate the End-User License granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. The End-User License is revocable at any time, in sole discretion of Owner/Provider.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the India without respect to its conflict of laws principles. The courts of the India shall have exclusive jurisdiction to hear any disputes arising out of or in connection to this Agreement.
If you have any claim, cause of action, or dispute (a “claim”) involving Owner/Provider (including Our officers, directors, affiliates, employees, agents, successors, and assigns) that arises out of or relates to these Terms, you must bring that claim within one year, unless a longer period is required by law. If you don’t, you’ll lose the right to bring the claim. You may not assign your rights under these Terms or otherwise assign to anyone else any claims that you may have regarding the Websites. If you or anyone else brings a claim arising out of or relating to your use of the Websites, you agree to indemnify Us and hold Us harmless from any claims, losses, expenses, damages, and costs (including attorneys’ fees) that We have in connection with any such claim or arising out of your use of the Site and/or the Service or any breach by you of this ToU or any other policies that Owner/Provider may issue for the Site and/or Service from time to time.
The Parties agree that neither Party will be liable, or be considered to be in breach of the Agreement, on account of either Party’s delay or failure to perform as required under the terms of the Agreement as a result of any causes or conditions that are beyond either Party’s reasonable control and such Party is unable to overcome through the exercise of commercially reasonable diligence («Force Majeure Event»). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, breakdown of or lack of access to IT systems, or of damage to the data maintained in these systems as a result of any of the reasons listed herein, a power supply failure or failure in Owner’s systems, legislative or administrative interventions, natural disasters, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected Party will give the other Party notice and will use commercially reasonable efforts to minimize the impact of any such event.
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.
No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
All provisions of this Agreement which by their nature shall be intended to continue shall survive termination, including terms relating to exclusions and limitations of Owner’s liability, intellectual property restrictions and reimbursement of damages.
Owner shall be entitled to sub-contract any third party for the purposes of operation and/or maintenance of the Site / the Software under this Agreement.
Parties are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties. You have no authority to make or accept any offers or representations on behalf of Owner / Provider. You are prohibited from making any statements on behalf of Owner/Provider.
Owner / Provider shall be entitled, without your consent, to assign this Agreement to any third party, whether in whole or in part. In such cases, this Agreement shall continue in force, without changes, with the new person entering into Owner’s / Provider’s place as the contracting party. You shall not be entitled to assign or in any other way transfer this Agreement to a third party, whether in whole or in part without Owner’s / Provider’s prior written consent.