PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICE(DEFINED BELOW) IS SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Last Updated: 20-1-2017
Changes to this Agreement
You agree and covenant to keep confidential all the information that you may have access to and / or possess by using our Platform or Services. Such confidential information shall, without limitation, include, information relating to technical, contractual, product, pricing and other valuable information that should be reasonably understood as confidential.
You expressly understand and agree that the Company, its subsidiaries and / or affiliates and its officers, directors, consultants, agents, employees, or vendors shall not be liable to you, or any third party for:
- Any direct, indirect, consequential, exemplary, punitive or incidental loss or damages which may be incurred by you, however caused. This shall inter alia include any loss of profit, any loss of goodwill or business reputation, any loss of data suffered or other intangible losses; and
- Any loss or damage incurred by you including but not limited to (i) any loss or damage as a result of any changes which the Company may make to the Services or any permanent or temporary cessation in the provision of the Services or of any features within the Services, or (ii) the deletion of, corruption of, or failure to store any content and other communications data maintained or transmitted by or through your use of the Services.
The limitations on the Company’s liability to you, as set out below shall apply, whether or not such loss or damages were foreseeable and whether or not the Company has been advised of or should have been aware of the possibility of any such losses or damages arising.
The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.
You agree to pay all applicable fees related to your use of our websites and/or the Platform, all of which are described fully on our site or as otherwise communicated by us. All payments will be made in US Dollars or Indian rupee. We may suspend or terminate your account and/or access to the Platform and our websites if your payment is late and/or your offered payment method (e.g., credit card) cannot be processed. By providing a payment method, you expressly authorize us and/or our third party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular membership and utilized services. You agree that we may invoice you any unpaid fees.
When you sign up for a subscription to use the Platform (“Subscription”), we will charge your credit card for your first fee on the date that we process the order for your Subscription (or if you sign-up for a Subscription that includes a free-trial period, we will charge your credit or debit card for your first Subscription fee upon your transition to a paid Subscription).
Unless you cancel prior to the expiration of your current Subscription, we will automatically renew your Subscription on each monthly or yearly (depending on the Subscription you have chosen) anniversary of the date that we charged your credit card for the first Subscription fee and, we will charge your credit card with the applicable renewal Subscription fee and any Taxes (as defined below) that may be imposed on such fee payment. Yearly Subscriptions must be cancelled at least 30 days prior to the anniversary date, while monthly subscriptions can be cancelled at any time prior to the monthly renewal date. You may cancel your membership by logging into your account and clicking the “Cancel my Account” button; provided that any Subscription fees charged prior to the effective date of cancellation will not be refunded, in whole or in part.
All fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to your use of the Platform (collectively, “Taxes”). You are solely responsible for the payment of any such Taxes. In the event we are required to pay Taxes on your behalf, you shall promptly reimburse us for all amounts paid.
Ownership of Data
All data whether collected automatically while you used our Service or provided otherwise by you with an intention to use the service, including all communication with Startupflux, including its employees, officers and associated third parties WILL BE SOLE PROPERTY OF STARTUPFLUX.
Discontinuation of Services either by you or from STARTUPFLUX, whether after use or due to disagreement with any conditions or changes in this agreement; will not result in any change of ownership of data and the data thus collected will continue to be sole property of STARTUPFLUX.
Intelliectual property rights
Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, the Website and all content available through the Services or Website, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
Restrictions. You shall not (i) use Our Data and Services in violation of or beyond the license granted herein; (ii) permit any third party to access Our Data or Services, or otherwise sell, rent, license or distribute Our Data to any third party; (iii) create derivative works of Our Data or Services or excerpt Our content including articles, blog content, reports, databases, analytics using Our data; (iv) access and use Our Data and Service to develop and distribute a competitive data-related commercial or free product or service; (v) manually gather, scrape, spider, crawl or use other technology or software to access or store Our Data (vi) use Our Data and Service in connection with any individual credit, employment or insurance decisions or to create or contribute to a “Consumer Report” as set forth in the U.S. Fair Credit Reporting Act; (vii) use Our Data or Service in any manner that is illegal, libelous, obscene, threatening, defamatory, or in any manner that violates, infringes or misappropriates the privacy or the intellectual property rights of third parties; (viii) use Our Service to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (ix) interfere with or disrupt the integrity or performance of the online Service; (x) attempt to gain unauthorized access to Our Service or their related systems or networks, or systematically access Our Service using “bots” or “spiders”; (xi) decompile or reverse engineer Our Service; (xii) copy, frame or mirror Our Service; or (xiii) use or distribute Our Service and/or Data in any manner that violates any applicable laws, rules and regulations, including without limitation, any laws relating to unsolicited email. In the event that You engage in a prohibited use set forth in subsection (i) through (xiii) of the foregoing sentence or otherwise breaches the terms set forth in this agreement, We reserve the right to suspend or terminate Your license to use or access Our Services or Data. In no case will any such termination or suspension give rise to any liability by Us to You for a refund or damages. The restrictions set forth in this section shall survive the termination of this Agreement.
Unsolicited Information. By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us through the Services or the Website you agree to be bound by the following terms and conditions. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send through the Services or the Website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.
Destruction of Data. You shall delete or destroy all copies of Our Data and Services in Your systems, or otherwise in Your possession or control, upon completion of the Purpose or the expiration or termination of Your subscription whichever is sooner. Upon written request by Us, You shall provide written documentation to Us evidencing deletion required under this paragraph.
You must immediately delete all data if we terminate your use of the services for breach of these Terms, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
Content & Data Storage. Except as expressly permitted in these Terms, you must not copy or store any Content. This restriction includes any derived, hashed, or transformed data, or any method where you capture information expressed by the Content, even if you don’t store the Content itself.
If using our API, and so you can improve the experience of your Applications, you may cache Our Data, but you must not do so for more than 24 hours from your original request. This limited permission to cache is for performance reasons only. You do not have any rights to Our Data beyond this limited use.
Warranties and Disclaimer
THE PLATFORM AND ALL MATERIALS PROVIDED IN CONNECTION WITH OUR WEBSITES AND THE PLATFORM IS PROVIDED STRICTLY ON AN “AS IS” BASIS. WE DO NOT WARRANT THE COMPLETENESS OR ACCURACY OF DATA PROVIDED, AND YOU SHOULD INDEPENDENTLY VERIFY SUCH INFORMATION. DATA PROVIDED ON OR THROUGH OUR WEBSITES OR THE PLATFORM IS FOR GENERAL INFORMATION ONLY, AND DOES NOT CONSTITUTE INVESTMENT ADVICE. NOTHING ON OR RECEIVED THROUGH OUR PLATFORM CONSTITUTES EITHER AN OFFER TO SELL OR AN OFFER TO PURCHASE SECURITIES. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY RESULTS, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY STARTUPFLUX, OUR SUPPLIERS AND OUR LICENSORS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT YOUR USE OF OUR WEBSITES OR THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS WEBSITE OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
LIMITATION OF LIABILITY.
YOUR EXCLUSIVE REMEDY AND OUR AND OUR SUPPLIERS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THESE TERMS, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY YOU AND RECEIVED BY US HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT OUR ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THESE TERMS.
IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Terms of termination
Term of Agreement. This Agreement commences on the date You accept it and continues until all Subscription granted in accordance with this Agreement have expired or been terminated, unless earlier terminated as permitted below.
Term of Purchased Subscription. Subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein.
Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, We may terminate this Agreement at any time immediately upon notice to you.
Payment upon Termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Surviving Provisions. Section 4 (Fees and Payment for Purchased Services), 5 (Proprietary Rights), 6(Confidentiality), 7.2 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10.4 (Payment upon Termination), 11 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 12 (General Provisions), and this Section 10.5 shall survive any termination or expiration of this Agreement.
Governing Law and dispute resolution
The terms stated here shall be governed and interpreted by and construed in accordance with the laws of India and the courts having ordinary original jurisdiction at Delhi, India shall have exclusive jurisdiction. Further, any of the disputes arising out by use of any of the Services, if not resolved amicably, shall be referred to the arbitration, of single arbitrator. The decision of the arbitral tribunal shall be final and binding. The language of arbitration shall be English and the venue of arbitration shall be Bangalore. Subject to the foregoing, the courts of Delhi shall have exclusive jurisdiction.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at [email protected]