TERMS AND CONDITIONS OF USE
THIS ONLINE SERVICE HAS BEEN POWERED BY OORJIT AND OWNED BY ISPG TECNOLOGIES INDIA PRIVATE LIMITED THROUGH https://ispg.co . YOU ARE EXPECTED TO READ AND PRESUMED TO HAVE READ THE TERMS AND CONDITIONS OF USE (T&C) CAREFULLY BEFORE ACCESSING AND/OR USING THE SERVICE.1. Introduction
1.1. This Document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011.
1.2. The domain name is owned by ISPG Technologies India Private Limited and any reference of ISPG, Oorjit,WebsiteSite, We, Us, or Our shall mean and refer to and the domain owner ISPG Technologies India Private Limited, its management, employees, agents and permitted assigns. The terms Subscriber,You, Your, User, shall mean any individual, natural or legal person accessing Services provided herein. The Services shall mean such services as detailed in Schedule A
1.4. You may use our Service only if you are an individual, who is above 18 years of age and is capable of entering into a valid contract as per the Indian Contract Act, 1872. On utilizing the Service, We validly assume that You are competent to contract.
1.5. By accessing, browsing and using our website or Service and/or by completing a reservation, you acknowledge and agree to have read, understood and agreed to the terms and conditions, privacy statement and disclaimers as set out in this document or elsewhere.
2.1. Subject to the terms and conditions of this T&C and any other Agreements entered between the Subscriber and ISPG, We grant You a limited access to cloud server of the ISPG and to use and operate the Services as detailed in Schedule A.
2.2. You shall have, subject to any restrictions imposed by ISPG vide separate Agreement if any, the rights to provide multi-vendor ecommerce platform to multiple merchants with order management service and stakeholder (user) functionality including super admin is detailed in Schedule
2.3. ISPG shall manage the Software Platform and maintain the same on day today basis for and on behalf of the Subscriber.
3.1. You hereby agree and acknowledge that You shall not acquire any right, title or interest in any copyright or other proprietary rights in the Services, including modification, enhancement and any materials provided under the Support Services or in any copies of it.
3.2. Any violation of terms of Clause 3.1 would amount to the violation of copyright laws and international treaties and shall amount to the breach of this Agreement and consequent termination.
3.3. You shall notify the Us immediately if You become aware of any unauthorised access to any part of the Service.
3.4. You shall use all reasonable endeavours to safeguard the Intellectual Property Right of the ISPG in the Service and further to report promptly to Us any third party claim relating to the Intellectual Property Rights in the Services after such claim comes to Your attention, directly or indirectly, and co-operate with Us, in any enforcement or other protective action taken by Us.
3.5. You shall be the sole and exclusive owner and shall have entire rights of the data/contents added/uploaded by You to Our server and shall have all time access to such data and contents. In the event of termination of the Agreement, You shall have the rights to claim all such data/content from Our server pursuant to which We shall delete such data from Our server.
4.1. Consideration shall be as per separate Agreement entered into between ISPG and the Subscriber.
4.2. We reserve the right to suspend or terminate the Services for non-payment or delayed payments.
ISPG represent to the Subscriber that:
5.1. ISPG is the sole and exclusive owner of all Intellectual Property Right that may subsist in (i) the text, algorithm, data, information and branding and (ii) in the programs, formats, and any layouts comprised in or relating to the Services.
5.2. ISPG has full authority and right to grant and convey the rights as set forth in this Agreement.
5.3. The programming is a complex function of logic, algorithms, and information, thus the Services may not perform to the level of expectation of the Company or its customers, hence the ISPG does not warrant that (i) the Service or any update and enhancement of the Service is error free, or (ii) the Company or its customers will be able to operate without problems or interruptions, or (iii) the Service and its update and Enhancement are not susceptible to intrusion, attack or computer virus infection.
5.4. ISPG represents that the Service is designed and developed to the best possible quality level as set by ISPG. The ISPG further represents that it shall pursue all resources and channels available to maintain competitiveness of the Service.
5.5. ISPG represents that it shall at all times make reasonable efforts to ensure an uptime of 99.9% and in the event the uptime is affected due to any technicalities, ISPG shall ensure to resolve the same at the earliest possible. However, ISPG shall not be responsible for downtimes where the cause of such downtimes are not attributable to ISPG including but not limited to power supply failure, systems failure, connectivity problems etc. both at ISPGâ€™s end and at the Subscriberâ€™s end.
Subscriber represents and warrants to the ISPG that:
5.6. There is no impediment whatsoever in contracting for the Service under this Agreement with the ISPG and that all necessary approvals, sanctions have been obtained in this regard;
5.7. ISPG retains the right to display works done for Subscriber.
EXCEPT FOR THE LIMITED WARRANTY STATED IN THE ABOVE CLAUSE AND AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, AND WE EXPRESSLY WAIVE AND DISCLAI ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY, ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR OTHERWISE.7.Indemnification
7.1. You hereby agree to indemnify, defend, and hold ISPG and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneysâ€™ fees, resulting from any third-party claim, action, dispute, or demand related to the use of the Service and for violation of any of the provisions of this Agreement, or from Your placement or transmission of any materials or content onto the Our servers. Such liabilities may include, but are not limited to, those arising from the following: (a) with respect to the Your business, (i) infringement or misappropriation of any intellectual property rights; (ii) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; and/or (iii) spamming, or any other offensive, harassing or illegal conduct or violation of the acceptable uses described herein or anti-spam policy; (b) any damage or destruction to Our scripts/servers/equipment or to any other account holder, which damage is caused by or otherwise results from Your acts or omissions or any acts or omissions by Your representative(s) or designees; (c) any personal injury or property damage arising out of Your activities related to the Services; and (d) any other damage arising from the Your equipment or business.
7.2. ISPG agree to indemnify, defend, and hold You and your affiliates, directors, officers, employees, and agents harmless from and against any third-party intellectual property infringement claims or damages related to the use of the Service. In the event of alleged infringement, We shall work with You, and use reasonable industry standard best efforts to modify the Service to be non-infringing, or provide alternative intellectual property that is non-infringing.
7.3. Your sole and exclusive remedy for breach of warranty is that that ISPG will provide necessary Support Services to the Subscriber for correction of any error in or malfunctioning of the Service during the term of warranty.
8.1. You shall be solely responsible for the consequences of any use of the Service.
8.2. The Parties ( Either You or We) shall not be liable for any indirect or consequential loss, damage, cost or expenses of any kind, whatever and however caused whether arising under contract, tort (including negligence) or otherwise, including loss of production, loss of or corruption of data, loss of profit or of contracts, loss of operation time or loss of goodwill or anticipated savings, even if such Party has been advised of their possibility.
8.3. It is hereby made clear that the both Partiesâ€™ total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with this T&C and any other agreement between the Parties relating to the Service or based on any claim for indemnity or contribution shall not exceed the greater of the sum of the Consideration under the Agreement and relevant Schedules.
9.1. You acknowledge that the Service contains confidential information of ISPG and/or of third parties. You undertake to treat as confidential and keep secret all information contained in or otherwise received from Us in connection with the Service, Training to Your personnel and marked as confidential (collectively referred to as the Confidential Information) and shall not the use the same for purpose other than in relation to use the Service in accordance with the T&C.
9.2. You or anyone utilising the service under Your permission including but not limited to your employees, agents, clients, customers etc., shall not copy, replicate, reverse engineer or attempt to copy, replicate, reverse engineer any part of the Services or the Software application that provides the Services.
9.3. You shall not without the Our prior written consent communicate or disclose any part of the Confidential Information to any person except:
a. Only those employees on a need to know basis who are directly involved in the use of the Service
b. Your Clients and their employees on a need to know basis who are directly involved in the use of the Service
c. Any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with Your business.
9.4. Information shall not be deemed Confidential Information hereunder if You can show by clear and convincing evidence that such information:
(a) was known to You prior to receipt from the Us, directly or indirectly from a source other than one having an obligation of confidentiality to ISPG;
(b) becomes known to You directly or indirectly from a source other than one having an obligation of confidentiality;
(c) becomes publicly known or otherwise ceases to be secret of confidential, other than through Your breach of the T&C; or
(d) was independently developed by You as a matter of written record without reference to Confidential Information.
10.1. This T&C shall be valid for such term (Term) as agreed between the Parties under a separate Agreement or until such time as the T&C is explicitly terminated as set forth in the terms below (Termination).
10.2. Termination for Convenience: Either Party may terminate the Agreement by giving three monthsâ€™ notice in writing.
10.3. Termination for Breach: ISPG may terminate this Agreement by reason of breach including but not limited to payment of fees or any violation of the acceptable use policy, and attempt to malign or hurt the positive sentiments of the any Third Party, ISPG or any associated brand (Termination for Breach) by Subscriber. In such case, the ISPG may give written notice of termination (Breach Notice) to Subscriber with clear reason of such termination. Subscriber shall have Thirty (30) Business Days to cure such breach of obligation from the receipt of Breach Notice. If Subscriber fails to cure the breach within Thirty (30) Business Days from the receipt of Breach Notice, this Agreement shall stand terminated, unless waived by the ISPG in writing. Such waiver shall also contain any condition if any for such waiver.
10.4. Effect of Termination
a. The SAAS shall be deemed to have been terminated upon Termination.
b. You shall stop the use of the Service and the Product Documentation.
c. If the Agreement is terminated due to the default of Subscriber, Subscriber shall within a period of 60 days from the Date of Termination, pay to ISPG, any amount, which Subscriber owes to ISPG or its Affiliates.
d. Upon Termination, Subscriber have the right to get a complete DB dump of its data.
e. Upon Termination, Subscriber shall return to the ISPG without retention, any property of the ISPG, including without any limitation all the Confidential Information, that have come into the Subscribers possession during the Term of this Agreement or any other property belonging to or owned by the ISPG unless the Subscriber has received written authorization from the ISPG to keep such property.
11.1. Governing Laws The Agreement shall be governed by and construed in accordance with the laws of the Republic of India. In any case, for supervisory and injunctive relief, this Agreement and any dispute arising out of this Agreement shall be subject to jurisdiction of city of Ernakulam, Kerala. The Courts in Ernakulam, India will have the exclusive jurisdiction to govern the provisions of this T&C.
11.2. Amicable SettlementThe Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement or the interpretation thereof.
11.3. Dispute Resolution and Arbitration
a. Any dispute, differences or controversy of whatever nature howsoever arising under or out of or in relation to this T&C (including its interpretation) between the Parties, and so notified in writing by either Party to the other Party (the Dispute) shall, in the first instance be attempted to be resolved amicably by conciliation, and if not resolved by conciliation shall be finally decided by reference to arbitration subject to the provisions of the Arbitration and Conciliation Act, 1996.
b. The Parties shall mutually appoint a sole arbitrator. If the Parties fail to mutually appoint a sole arbitrator, then each of the Party shall appoint one arbitrator and a third arbitrator shall be appointed by mutual agreement of the first two arbitrators so appointed by the Parties.
c. The venue of such Arbitration shall be Kochi, India and language of Arbitration shall be English.
d. The arbitrators shall make a reasoned award (the Award) and such award shall be final and binding on the Parties.
12.1. If any provision of this T&C is declared invalid, illegal or unenforceable, then such provision shall be deemed automatically adjusted to conform to the requirements for validity at such time and, as so adjusted, shall be deemed a provision of this T&C as though originally included. If the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this T&C as though the provision had never been included. In either case, the remaining provisions of this T&C shall remain in effect unless the adjustment or deletion renders the remaining T&C in violation of the original intent of the parties.13.Assignment
13.1. You shall not assign any of the rights conferred to You in this T&C without the express and written consent from ISPG.14.Force Majeure
14.1. We shall not be liable to the other for any default or delay in performance of our obligations under this T&C to the extent such default nor is delay attributable to events beyond Our reasonable control. Such events (the Force Majeure Events) shall include acts of God, fires, explosions, accidents, unusually severe weather conditions, embargoes, wars, riots, labour disputes, strikes, governmental requirements, hacking, server mal-functioning and any other similar events.