TRST Score Terms & Conditions
TRST SCORE TERMS OF USE AND SERVICE AGREEMENT
This SERVICE AGREEMENT (“Agreement”) is made and entered into at Chennai India, on the date the company registers on the website using the company's unique ID and by an authorised representative (“Effective Date”).
BY AND BETWEEN
FIDUCIA SCORE PRIVATE LIMITED HAVING ITS OFFICE AT R-5, A/2, IMAYAM COLONY, 2ND STREET, ANNA NAGAR, WEST EXTN, CHENNAI – 600 101 (HEREINAFTER REFERRED TO AS “FIDUCIA”, “WE”, “US” OR “OUR”), ON BEHALF OF ITSELF AND ITS AFFILIATES/GROUP COMPANIES UNDER THE BRAND ‘TRST SCORE’, OPERATES THE PLATFORM https://trstscore.com THAT IS PROVIDED ON A HOSTED SERVICE MODE (TOGETHER REFERRED TO AS “PLATFORM”).
AND
<Registering Company on Website> , A company incorporated under the Companies Act, 1913 or any such valid law and under provisions of the laws of India and having its registered office at, as specified on signup form and its its user (HEREINAFTER REFERRED TO AS “CLIENT/YOU”/ “USER”/ “YOUR”), which expression shall unless it be repugnant to the context or meaning thereof, include its successors in title and permitted assigns) of the First Part;
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TERMS OF USE
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY
1. ACCEPTANCE OF TERMS
THIS DOCUMENT IS A LEGALLY BINDING DOCUMENT AMONG REGISTERED OR UNREGISTERED USER OF THE PLATFORM AND COMPANIES/ENTITIES REGISTERED BY THE USER AND US IN RELATION TO THE USE OF THE PLATFORM AND SET FORTH THE TERMS AND CONDITIONS BY WHICH YOU MAY ACCESS AND USE THE CLOUD BASED PLATFORM AND OUR RELATED PLATFORMS, SERVICES, APPLICATIONS, PRODUCTS, AND CONTENT (COLLECTIVELY, THE “SERVICES”).
THE TERMS OF THIS DOCUMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME (DIRECTLY OR INDIRECTLY IN ELECTRONIC FORM, BY CLICKING ON THE "I AGREE" TAB OR BY USE OF THE PLATFORM AND/OR BY CREATING A REGISTERED ACCOUNT ON THE PLATFORM (HEREINAFTER REFERRED TO AS “ACCOUNT”) AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND US FOR YOUR USE OF THE PLATFORM AND THE SERVICES RENDERED THEREIN.
THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES FRAMED THEREUNDER, AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.
THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) OF THE INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES AND DIGITAL MEDIA ETHICS CODE) RULES, 2021 (“INTERMEDIARY GUIDELINES”) THAT REQUIRE PUBLISHING INTER ALIA THE TERMS OF USE AND PRIVACY POLICY FOR ACCESS OR USAGE OF THE PLATFORM AND THE SERVICES RENDERED THEREUNDER.
PLEASE READ THIS DOCUMENT CAREFULLY. BY USING THE PLATFORM, YOU INDICATE THAT YOU UNDERSTAND, AGREE AND CONSENT TO THIS DOCUMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS DOCUMENT, PLEASE DO NOT USE THIS PLATFORM. YOU HEREBY PROVIDE YOUR UNCONDITIONAL CONSENT OR AGREEMENTS TO US AS PROVIDED UNDER SECTION 43A AND SECTION 72A OF THE INFORMATION TECHNOLOGY ACT, 2000 TO ACCESS AND USE YOUR PERSONAL INFORMATION THAT YOU HAVE VOLUNTARILY PROVIDED TO US IN CONNECTION WITH THE USE OF THE PLATOFRM AND THE SERVICES.
These Terms of Use as well as the Services provided by Us are intended for organisations, entities, companies and, in general, for legal persons or business only.
Fiducia and User shall collectively, in these Terms of Use, be referred to as Parties and individually as a Party.
Client end users must be at least eighteen (18) years or older to access and use this Platform. A minor (i.e., below the age of 18 years) shall not be entitled to avail the Services of this Platform. Your entity or organization on behalf of which you are accessing the Platform and availing the Services should have been incorporated as per the applicable laws.
If you are using the Services as an employee, agent, or contractor of a corporation, partnership or similar entity, then you represent and warrant that You have the authority to sign for and bind such entity in order to accept this Terms of Use.
End users access to the Platform and use of our services is also subject to our Privacy Policy, the terms of the Privacy Policy can be found directly on the Platform and are incorporated herein by reference. Client agrees that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.
Before you use or subscribe to, and/or begin participating in or using the Platform, it is represented and warranted that you as the User of the Platform has or have fully read, understood, and accept the Terms of Use as updated from time to time with notice to you. You are advised to review this Terms of Use periodically for any updates. We shall take reasonable efforts to notify You regarding the amendments to the Terms of Use through a notice on the Platform. Your continued access to the Platform and/or use of the Services from the date of updated Terms of Use shall be deemed to Your acceptance of the updated Terms of Use. If the You do not agree to or wish to be bound by the updated Terms of Use, You may not access to or otherwise access the Platform or use the Services.
We may, from to time, release new versions of the Platform, or release/introduce new and additional scope of Services which will be subject to these Terms of Use, and any additional terms of Service as may apply to such additional new version or Services. However, the information with regards to the same shall be intimated to You through the Platform or any other mode communications.
2. OUR SERVICES
We, Our affiliates, successors, or assigns owns and operates a cloud based SaaS platform https://trstscore.com(“Platform”) which offers risk mitigation and storage of employment related and exit records, education records etc. The platform also provides tools, technologies and services to organisations for carrying out independent automated or manual risk mitigation and verification of employees or businesses based on certain parameters such as identification, background, references, character, past employment, consumer reports, education, financial report, criminal history fraud, etc, as made available by entities or individuals such as previous employer, other entities or data from govt sources in the Platform. Companies and individuals can also provide feedback called “rating” of service based on relationships (“Services“). The platform provides automated analysis and risk mitigation reports based on data stored or retrieved by us from external sources, which may help you do your business better which you agree to consume with prudence and at your own discretion without any liability to us.
Hosted Environment. The Platform is hosted on a cloud based environment (“Hosting Environment”)provided by such service providers that We have chosen. We shall be responsible for sourcing, provisioning, maintaining, and providing support for its Hosting Environment and can at any time and at its sole discretion change its service providers or service offerings.Conditioned upon compliance with the terms and conditions of the Agreement, We grant a non-exclusive and non-transferable license to use the Platform in accordance with this Terms of Use.
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It is important to obtain consent from the respective individual to do any background verification including to check EPFO records, Credit Check, Criminal Check, ID check, fraud check, employment check, Bank and Financial Service Industry data checks etc or to check the TRST Score of that respective. You shall take the full responsibility to get consent from the respective individuals and legal ramifications that may arise from the respective individuals. We provide its services either via its service or consumes APIs provided by third party providers. You agree to comply with the legal requirements as needed under the applicable laws which are in vogue or enacted from time to time by your respective government.
The Services rendered through the Platform is not intended to and does not constitute legal advice and no attorney-client relationship is formed, nor is anything submitted to the Platform treated as confidential.
We do not generate data on our own while rendering the Services through the Platform. We solely rely on the data that is being uploaded either via API or via Application by You on the Platform besides being sourced from external sources on your request and stored in the SAAS Platform. You grant us permission to score based on the inputs given by you and give access to such information to 3rdparty who have the consent from the respective person or entity. The scoring is done only based on information you have uploaded and have given us permission to score and store. When you outsource the service to us, we may take action on your behalf which may reduce the score on your behalf example if you outsource Ex Employment Verification to us and we get a negative response/comment about the candidate which we may update in the system on your behalf and that might reduce the score of the candidate. This will be communicated to you and you must explicitly and in writing tell us not to update in the system, should you desire the negative feedback NOT be updated or score impacted.
3. REGISTRATION AND MAINTENANCE OF ACCOUNT
3.1. Registration
You will need to create an Account on the Platform and become a registered Account holder of the Platform by registering as prompted in the Platform’s relevant registration form (such information being the "Registration Data") whereby You will receive a password and username (Login Credentials) upon completing the registration process. Platform
You will be asked to provide certain information regarding your organisation. As the creator of the Account, You represent and warrant that You are a duly authorized representative and signatory of the entity named in the Account and that the information provided is correct, complete, and not misleading. The entity named in the Account accepts this Terms of Use hereby. This Terms of Use shall be effective on the date at which time the account is created and verified. You shall inform us promptly of any changes to the information provided by You, by updating the details, for effective communication. You acknowledge that if any Registration Data provided by You is untrue, inaccurate, not current, or incomplete, We reserve the right to indefinitely suspend or terminate or block access of Your Account on the Platform
While creating the Account, You agree:
a. to restrict access by any other person or entity other than the authorised representatives from Your organisation to Your password or other login information;
b. to not knowingly use the name or email or login credentials of any other person without authorization;
c. to not allow any third party to use Your login information, Registration Data or Account;
d. to notify Us of any activities in your Account even if such activities are not committed by You.
We may modify or add to the Registration Data information fields required to create an Account from time to time. You agree to promptly complete any such additional or modified information fields when and as requested by Us. In some cases, You will also need to update Your Account. Your registration with Us is subject to Our confirmation and will become valid when We either confirm Your registration or activate Your Account.
We will have the right to use Your Registration Data in connection with servicing, security and operating the Platform.
3.2. Password & Security
Client must ensure its users keep Login Credentials confidential and must not disclose it or share it with anyone. Client is responsible for preventing unauthorised use of end user Login Credentials. If in any circumstance, You believe that there has been a breach of security such as disclosure, theft, or unauthorised use of Your ID, client must notify Us immediately. If we reasonably believe that client user ID is being used in any way which is not permitted by this Terms of Use, We reserve the right to suspend access rights immediately on giving notice to You and to block access from Your ID until the issues has been resolved. This includes the entire organisation you represent.
3.3. Termination to Platform Access & Deletion of Account
We reserve the right to disable Your Account at any time a) if You have failed to comply with any of the provisions of these Terms of Use; b) if activities occur on your Account which, in our sole discretion, would or might cause damage to Us and/or the Platform; c) impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations; d) if You have engaged in conduct that We determine to be inappropriate or unacceptable in Our sole discretion; e) or for any other reason whatsoever.
We may also disable Your / Your Company Account or suspend or terminate Your access to the Platform if You file any claim against Us or file any claim that involves the Platform. We also reserve the right, in Our sole discretion, to seek and obtain any other remedies available to Us pursuant to any applicable laws and regulations or at equity as a result of Your breach of this Terms of Use or any other act or omission by You that gives rise to a claim by Us, and Our disabling of Your Account or suspension or termination of Your use of, or access to, the Platform shall be without prejudice to, and shall not be deemed a waiver of, the foregoing.
If We terminate, limit, or suspend Your right to use the Platform, You are prohibited, without Our prior written consent, from registering and creating a new Account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party.
In the event Your right to use the Platform terminated, limited, or suspended, this Terms of Use will remain in effect and enforceable against You.
You may terminate Your Account at any time, for any reason, by using the APIs given to you.. However, You must note that We reserve the right to retain Your Data as a backup (not in active database) for a period of 6 months or as determined by us as a backup should we determine that that there are any legal or other threats in an form, and any other information provided on an “as-is” basis as part of statutory requirement.
Notwithstanding anything contained in this Terms of Use, all sections of this Terms of Use which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to, and notwithstanding the expiration or termination of this Terms of Use.
3.4. Your Consent
You acknowledge and give Your full and unconditional consent to:
a. As a part of our risk mitigation Account registration Information being permanently retained on a computer database that shall be maintained, owned, and controlled by Us.
b. Your Account Information being shared in its original form, or as part of or aggregated form, with other third-party entities you or the person whose record is stored authorize.
c. Receive from Us Telephone calls, text messages regarding Our Services and updates to Our products, provided You provide Your mobile number or any other contact information (“Mobile Contact Number”) while creating an Account or interacting with Us.
4. PLATFORM ACCESS AND USE OF SERVICES
Clients and its user agree (which client will enforce among its users) to the following:
4.1. shall not use the Platform or the Services therein to host, display, upload, modify, publish, transmit, store, update or share any information that:
a. belongs to another person and to which Client and its users do not have any right.
b. infringes any patent, trademark, copyright, or other proprietary rights.
c. violates any law for the time being in force.
d. deceives or misleads or fale information about any person that is written or published in any form, with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person.
e. impersonates another person.
f. threatens the unity, integrity, defense, security or sovereignty of the country, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offense or prevents investigation of any offense or is insulting other nation.
i. contains software virus or any other computer code, file or program designed to interrupt, destroy, or limit the functionality of any computer resource.
j. any unlawful information, which is prohibited under any law for the time being in force
4.2. Client and/or its users or individual users agree (which client will enforce among its users) to not use the Platform to:
a. upload, post, email or otherwise make available or transmit any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
b. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Service are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges or to utilize the service on an as is basis as provided by Us;
c. interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform;
d. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the Indian securities, exchange control and other regulatory authorities, any rules of any Indian securities exchange and any regulations having the force of law;
e. commit any fraudulent or unlawful act, whether in relation to any third-party provider of products and services on the Service or otherwise;
F. make unauthorised copies, modify, adapt, translate, reverse engineer(including accessing our API even though you may have the consent of the user), disassemble, decompile, or create any derivative works of the Services or any content included therein, including any files, tables, or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods, or techniques embodied by the Services or any derivative works thereof;
g. distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof;
h. market, rent or lease the Services for a fee or charge, or use the Services to advertise, or perform any commercial solicitation.
i. use the Services, without our express written consent, for any commercial or unauthorized purpose
j. incorporate the Services or any portion thereof into any other program or product. In such case, we shall have the right to terminate the Service and Your accounts or limit access to the Services, as the case may be, in our sole discretion.
k. impersonate, or falsely state or otherwise misrepresent Your affiliation with any person,
l. infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
m. use or attempt to another user’s/Seller’s/Service Provider’s account, service, or system, or create a false identity on the Services.
n. use the Service to (a) sell any advertising, sponsorships, or promotions placed on, around, or within the Service or Content, other than those allowed by Us; or (b) sell advertising, sponsorships, or promotions on any page of any website or application that only contains Content from the Service or where Content from the Service is the primary basis for such sales.
o. The logged in user agrees not add or provides access to any of our services without the explicit written permission from us including accessing our API either via web or via the server to server communication.
Client and/or its users or individual users are solely responsible for all information they transmit or share through the Platform. We reserve the right to review any information or materials they share through the Platform and to remove (with notice to client) any information or materials that We find, in Our sole discretion, violates any applicable law or this Terms of Use. To this extent, subject to the data privacy laws, Client expressly authorise Us to review all information You transmit or share through the Platform. In the event of non-compliance of this Terms of Use, We may (with notice to client), immediately terminate its registration and its users with Us and/or prevent Your access of the Platform and Services thereunder.
5. PAYMENT POLICY
Payment obligations are non-cancelable, regardless of utilization by You and except as expressly permitted in this Terms of Use, Subscription Fee paid are non-refundable.
We accept following payment methods through the above-mentioned payment services:
a. Credit Cards: Domestic and International Visa, MasterCard, and American Express credit cards.
b. Debit Cards
c. Net banking
d. UPI
If undisputed Subscription or Usage Fee(s) are is more than thirty (30) days overdue, then, following written notification from Us, We may suspend Your access to the Platform, including, without limitation, Your Account, until such unpaid Subscription Fee(s) are paid in full.
The Subscription or Usage Fee does not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You agree to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent We are legally required to collect the same, will be itemized on the invoice.
Upgrades and Downgrades. You may upgrade or downgrade between the Subscription Plans. You understand that downgrading may cause loss of features or capacity of the Services as available to You before downgrading Your subscription. We will not be liable for such loss. When You upgrade or downgrade, the new Subscription Fees become immediately applicable. Upon upgrade, the new Subscription Fees for the subsisting month would be charged on a pro-rated basis and shall be payable in accordance with this Terms of Use. Subsequent months will be charged in full according to the new Subscription Fees and any credits will be adjusted appropriately.
6. INTELLECTUAL PROPERTY RIGHTS AND PLATFORM LICENSE
The copyright, database right and other intellectual property rights in the Platform, products and Services including without limitation all content included on the Platform including but not limited to Registration Data, texts, graphics, logos, button icons, images, audios, clips, digital downloads, software, data compilations and technology used or appearing or transmitted through it (“Intellectual Property”), belongs to Us or Our affiliates or licensors and are protected by the laws of India and/or foreign countries. We and Our licensors reserve all rights not expressly granted in these Terms of Use.
All software used on the Platform is Our Intellectual Property and is protected by Indian and international copyright laws.
Subject to this Terms of Use and solely within the limits permitted by the Us herein, We grant You a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make personal use of the Platform, the Services provided in the Platform. This license does not include any redistribution of resale or commercial use of the Platform.
You shall not re-utilise the Services of Our Platform or systematically extract any part of the content, use any robots, data mining or extraction tools for reutilization of Our Platform. Further, You shall not create publish anything that features parts of Our Platform (for example Our Services and its prices) without our prior written permission.
“TRSTScore”, Our logo, and local language variants of the foregoing trademarks, and certain Product names that appear on this Platform (collectively, the “TRST Score”), are trademarks or registered trademarks of Us. Except as expressly provided in these Terms of Use or as expressly authorized in writing by the Us, You shall not use any TRST Score Marks or Our Intellectual Property either alone or in combination with other words or design elements, including, in any press release, advertisement, or other promotional or marketing material or media, whether in written, oral, electronic, visual, or any other form.
References to other parties trademarks on this Platform including but not limited to Our payment service providers and other service providers are for identification purposes only and do not indicate that such parties have approved this Platform or any of its Services. These Terms of Use do not grant You any right to use the trademarks of such other third parties.
7. REPRESENTATIONS AND WARRANTIES
Client and its users (which the client shall enforce educate and enforce with its users) or individual represent and warrant that client and its users or individual:
a. Representative of the client or individual are fully capable and competent to enter into this Terms of Use and that You have the right, authority, and capacity to enter into, and to be bound by, this Terms of Use and to abide by the terms and conditions contained herein, and that You will so abide.
b. shall not avail any of the Services beyond the contemplated functionality of the Services.
c. shall not attempt to gain unauthorized access to any of the Services or any networks, servers or computer systems connected to the Services.
d. shall not avail any of the Services in a way that may damage or impair (i) the Services, or (ii) Our underlying systems and security.
e. shall not avail any of the Services in any unlawful manner, or in a manner which promotes or encourages illegal activity, including (without limitation) copyright infringement or data theft.
f. shall not use any intellectual property whether owned by Us or other third parties, including the copyrighted content displayed on the Platform for any personal or third-party gain, without Our express consent.
g. shall not modify, adapt, translate, or reverse engineer any part of the Services (e.g., by creating a shadow site or Platform that mirrors the said Services, or substantially mirrors said Services).
h. agree to promptly notify and bring to Our notice in the event Your Mobile Contact Number is in the Do Not Disturb/National Consumer Preference Register List of the Telecom Regulatory Authority of India (“TRAI”), immediately after the Primary Registration.
i. understand and acknowledge the any calls, text messages that You receive from Us on Your Mobile Contact Number are not unsolicited calls or messages.
j. will not carry out any action or omit to do any action which will create liability for Us or cause Us to lose (in whole or in part) the Services of Our Internet service providers (ISPs) or other partners, suppliers, contractors, vendors.
8. CONFIDENTIALITY
For the purposes of this Agreement, Confidential Information shall mean and include
(i) any information relating to the Disclosing Party or its affiliates supplied to the Receiving Party whether in oral, written, visual, electronic, magnetic or digital form or by any other means and whether directly or indirectly, by the Disclosing Party whetherbefore or after the date of this Agreement, including but not limited to any information relating to the Business Purpose, the Disclosing Party and its people, operations,processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs, portfolio company information, performance information and other similar business information of the Disclosing Party, and
(ii) any analyses, compilations, studies or other documents, records or data prepared by the Receiving Party or its representatives that contain or are generated from any of the information or materials referenced in clause (i) of this sentence.
The Confidential Information does not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement, (b) was available to the Receiving Party on a non- confidential basis prior to its disclosure by the Disclosing Party, or (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; provided that (x) to the knowledge of the Receiving Party after due inquiry, such source was not itself bound by an obligation of confidentiality owed to the Company and (y) the Receiving Party hereby undertakes not to comment upon, repeat, forward or seek to further disseminate such information to any other person.
Each Party acknowledges and agrees that in the performance of this Terms of Use it may have access to or may be exposed to, directly or indirectly, Confidential Information of the other Party.
Each Party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the Disclosing Party; (b) it shall not use Confidential Information of the other Party for any purpose except in furtherance of the Agreement; (c) it shall not disclose Confidential Information of the other Party to any third party, except to its employees, officers, contractors, agents and service providers on a need to know basis in connection with the Agreement, provided such permitted persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the Disclosing Party upon the termination of the Agreement or at the request of the Disclosing Party (subject to Applicable Law and, with respect to Us and Our internal record-keeping requirements).
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the Receiving Party; (b) was possessed by the Receiving Party prior to the date of signing up on the Account without an obligation of confidentiality; (c) is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to Applicable Law, court order, subpoena or governmental authority, provided the Receiving Party notifies the Disclosing Party thereof and provides the Disclosing Party a reasonable opportunity to contest or limit such required disclosure.
Storage of Confidential Information
a) The Receiving Party shall keep the Confidential Information and all documents and other material containing, reflecting or which are generated from any Confidential Information separate from all other documents and materials and at its usual place of business.
b) The Receiving Party shall use all reasonable means to safeguard the Confidential Information and to prevent inadvertent disclosure to any third party of the Confidential Information. Such means shall be at least as protective as those which the Receiving Party applies to its own confidential information (and the Receiving Party represents and warrants to the Company that these provide adequate protection against any unauthorized disclosure, copying or use).
c) Upon the request of the Disclosing Party at any time, and/or in case of termination and/or expiry of this Agreement and/or execution of definitive agreement and/or in the event that the Receiving Party does not proceed with the Business Purpose, as the case may be, the Receiving Party shall forthwith return to the Disclosing Party or destroy (and in which case certify to the Disclosing Party in writing that all Confidential Information has been permanently destroyed) the Confidential Information (including without limitation, information incorporated in computer software or held in electronic storage media) and all copies thereof in its possession (whether partial or complete, including analyses, summaries, studies, compilations and other documents prepared by the Receiving Party which contain or reflect Confidential Information).
Disclosure of Confidential Information
a) The Receiving Party will not use the Confidential Information for any purpose other than in connection with the Business Purpose, and agrees that the Permitted Discloses (as agreed in this document) shall agree not to use the Confidential Information for any purpose other than for the Business Purpose. The Receiving Party agrees to be responsible for any breach of this Agreement including by any Permitted Disclosure which term, in addition to the term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any corporation, company, partnership or individual
b) The Receiving Party may disclose the Confidential Information or the results of its analysis of the Confidential Information to its directors, officers, employees, consultants, and advisors (including legal counsel and accountants) on a need-to- know basis who are directly connected with the Business Purpose and whose knowledge of the Confidential Information is essential for the purpose of assisting the Receiving Party to decide whether to enter into the Business Purpose (the “Permitted Disclosure”), provided that
(i) in such case Receiving Party shall inform such persons of this Agreement and the confidential nature of the Confidential Information and shall procure that such persons comply with the terms of this Agreement as if they were party hereto and that they are bound by equivalent confidentiality obligations to those set out in this Confidentiality Agreement, and
(ii) the Receiving Party uses reasonable endeavors to ensure that such persons do not use the Confidential Information other than in connection with the Business Purpose. The Receiving Party agrees not to disclose, directly or indirectly, the Confidential Information to any other person without the prior written consent of the
Disclosing Party.
c) The Receiving Party shall keep a written record of all documents and other materials which contain or reflect or are generated from any Confidential Information specifying the persons in respect of whom the Disclosing Party has given its consent for disclosure, or to whom the Receiving Party has disclosed Confidential Information in accordance with the terms of this Agreement, and the persons who have haaccess to any such document or other material. That record shall be available for inspection by the Disclosing Party upon giving the Receiving Party not less than two business days’ notice in writing.
d) The Receiving Party agrees to notify the Disclosing Party immediately on becoming aware of any unauthorised disclosure of Confidential Information by any Permitted Disclosure and to take any such action as the Disclosing Party may reasonably request for the purpose of protecting the Confidential Information from any such disclosure, and/or for protecting the Disclosing Party from any claims costs, expenses, loss or damage of whatever nature suffered or incurred by the Disclosing Party directly or indirectly as a result of such disclosure.
e) In the event that the Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with immediate notice of such requirement and shall consult reasonably with the Disclosing Party on taking steps to resist or narrow such request to the extent permissible under law, and if, based upon the consultation, disclosure is required, to cooperate to the extent commercially reasonable with the Disclosing Party hereto, in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such information. If, , disclosure is required in the circumstances described above, disclosure of only that portion of the Confidential Information as is so required may be made without liability hereunder, subject to compliance with this paragraph.
9. PERSONAL DATA PROTECTION
Our obligation for the use of Personal Data will be restricted within the scope of the purpose of collecting such Personal Data.
Personal Data. To the extent that We receive Personal Data as a result of rendering Our Services, We agree that it will (a) not disclose or use any of Personal Data except to the extent necessary to carry out Our obligations hereinunder and for no other purpose, (b) (employ administrative, technical and physical safeguards to prevent unauthorized use or disclosure of Your Personal Data, (d) promptly provide such information regarding its privacy and information security systems, policies and procedures as You may request relating to its due diligence and oversight obligations under Applicable Laws and regulations, (e) in the event of any actual or apparent theft, unauthorized use or disclosure of any of Your Personal Data immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and (f) as soon as practicable following discovery of any event described in sub-clause (e) hereof, provide You a notice thereof, and such further information and assistance as may be reasonably requested.
10. DISCLAIMERS OF WARRANTIES
YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE EXTENT NOT OTHERWISE SET IN THIS TERMS OF USE AND TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENTESS, COMPLETENESS OR RELIABILITY OF ANY SERVICES PROVIDED THROUGH THE PLATFORM OR THIRD PARTY APPLICATIONS/ SERVICES LINKED TO THE PLATFORM OR THE HOSTED ENVIRONMENT AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SERVICE, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN (D) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS (E) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM
WITHOUT LIMITING THE FOREGOING, NEITHER US NOR OUR AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR, INFORMATION OR MATERIALS OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM. NEITHER US NOR OUR AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. WE, OUR AFFILIATES AND LICENSORS DO NOT WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTSAND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
11. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME INCLUSING BUT NOT LIMITED TO ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL(C)ANY LOSS OF OPPORTUNITY, ANY LOSS OF DATA SUFFERED BY YOU.
WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF: , ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES), HOSTED ENVIRONMENT C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.
WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.
YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
12. INDEMNITY
You hereby indemnify, defend, and hold Us, Our affiliates, licensors, distributors, agents, representatives and other authorized User/Seller/Service Provider, harmless from and against any and all losses, damages, liabilities and costs arising from or in connection with a) use of the Platform b) the Your breach of any terms, obligations, representations and warranties under this Terms of Use c) any claim that the provision or use of the Services infringes any third party rights d) breach of Applicable Laws.
Nothing in these Terms of Use shall exclude or limit Our liability for any liability which cannot be excluded or limited under applicable laws in force in India. Your statutory rights as a user are not affected by this Terms of Use.
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13. GRIEVANCE REDRESSAL MECHANISM
Any complaints, abuse or concerns with regards to the use, processing and disclosure of Information provided by You or breach of these terms or any applicable law should immediately be informed to the designated Grievance Officer by using the contact us button or as specified during email communication post sign up
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14. FORCE MAJEURE
We shall be relieved of all Our responsibilities, if any, in the event of failure of performance resulting directly or indirectly from an act of force majeure or causes beyond our reasonable control including, without limitation, acts of god, war, equipment and technical failures, electrical power failures or fluctuations, strikes, labour disputes, riots, civil disturbances, shortages of labour or materials, epidemics, pandemics, lockdown (state-wise or nation-wide), natural disasters, orders of domestic or foreign courts or tribunals, non-performance of third parties, or any reasons beyond Our reasonable control. You further acknowledge and agree that We are not responsible or liable for (a) any incompatibility between the Platform and any other Platform, service, software, or hardware or (b) any delays or failures You may experience with any transmissions or transactions relating to the Platform in an accurate or timely manner.
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15. FREQUENT ASKED QUESTIONS (“FAQ”)[E2]
We also provide you Frequently Asked Question (FAQ) on the Platform where We shall address certain common questions that You shall have while accessing the Platform and using Our Services, including but not limited creation of account, booking of an appointment, payment policy, other operation assistance and etc. Our FAQ can be found in the website.
16. GENERAL
All notices shall be given to Us via email, or to You at either the email or postal address You provide.
Any waiver of Our rights or remedy under these Terms of Use shall only be effective if it is in writing, executed by Our duly authorized representative, and shall be applicable only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms of Use shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right, or remedy, or other rights or remedies.
The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The words “including” and “includes” means “including without limitation”.
The provision(s) of these Terms of Use shall be sought to be harmoniously interpreted with each other, as well as applicable Laws (including the applicable laws based on the jurisdiction of the User’s) and upheld to the fullest extent permissible under applicable Laws. Further, the provisions contained in this Terms of Use shall be enforceable independent of each other, and their validity shall not be affected, if any other provision(s) are held to be invalid. If any provision(s) of these Terms of Use are, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired (to the maximum extent permissible), and the invalid or unenforceable provision(s) will be deemed modified so that they are valid and enforceable to the maximum extent permitted by applicable Laws. Further, if any of those provision(s) are void, but would be valid if some part of the provision(s) were deleted, the provision(s) in question shall apply with such modification as may be necessary to make them valid.
You confirm that You do not have an employment, contractor, agency, or partnership relationship with Us. We are merely providing You the Services on your request. Further, You are acting on either on Your own or behalf of another person, in the manner stated in the Terms of Use.
These Terms of Use and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws prevalent in India. You agree that the courts of Chennai, Tamil Nadu shall have exclusive jurisdiction to settle any dispute, or claim, arising out of, or in relation to, these Terms of Use.
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