BY REGISTERING OR USING THE APP AND/OR THE SERVICES INCLUDING ACCESSING, INSTALLING OR USING THE APP AND/OR THE DATA, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT, YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (WHERE APPLICABLE) TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND IT’S AFFILIATES.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS UNDER THIS AGREEMENT, YOU AGREE NOT TO ACCESS OR USE THE SERVICES.
THIS AGREEMENT CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN YOU, OR THE ENTITY ON WHOSE BEHALF YOU ARE AUTHORIZED TO ACCESS / INSTALL OR USE THE APP AND THE SERVICES ("HEREINAFTER REFERRED TO AS "YOU" OR "YOUR" WHICH EXPRESSION SHALL UNLESS REPUGNANT TO THE MEANING OR CONTEXT THEREOF BE DEEMED TO INCLUDE YOUR AFFILIATES, HEIRS, SUCCESSORS AND ASSIGNS"), AND RICOH INNOVATIONS PVT. LTD ("HEREINAFTER REFERRED TO AS COMPANY WHICH EXPRESSION SHALL UNLESS REPUGNANT TO THE MEANING OR CONTEXT THEREOF BE DEEMED TO INCLUDE THEIR SUCCESSORS AND ASSIGNS"), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THE AGREEMENT.
- 1.1 "Affiliate" with respect to any entity means any other entity which directly or indirectly controls, is controlled by, or is under common control with such entity.
- 1.2 "App" shall mean the application developed by the Company and downloaded and/or accessed by You in pursuance of this Agreement.
- 1.3 "Communication" shall mean any communications from Company, such as Service announcements, administrative messages, SMS, newsletters and other promotional materials.
- 1.4 "Confidential Information" shall include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, samples, media, techniques, drawings, works of authorship, models, inventions, know-how, processes, equipment, algorithms, and software object and source code related to the past, current and future products and services of each of the parties, including information concerning research, development, design specifications, engineering, financial matters, procurement, manufacturing, customers, investors, employees, business relationships, business plans, forecasts, sales and marketing plans, marketing materials and strategies; passwords and access codes; intellectual property and any other information regarding the foregoing that is disclosed to.
- 1.5 Data" means such information / images that are made available by You.
- 1.6 "Documentation" shall mean any document or material (as may be updated by the Company from time to time) in any medium that may be provided to You along with the App to enable or assist You in using the App.
- 1.7 "Effective Date" shall mean the date on which the terms and conditions of this Agreement are accepted by You by registering or using the Services / App, whichever is earlier.
- 1.8 "Intellectual Property" means all intellectual property (registered and unregistered), including all rights therein, not limiting to copyrights, patents, trademarks, service marks, know-how, trade secrets, applications for any of the foregoing and all rights in relation to the same, recognised in any part of the world.
- 1.9. "Service" means the services provided by the Company to You as set out in this Agreement including the use of the App.
- 1.10. "Store/OS Provider" shall mean the market place/store on which the App is available for download and shall include the provider of the operating system on which such App is available and/or installed.
- 1.11. "Third Party Systems" means hardware, software, applications and other materials owned by third parties which may be integrated with the App.
- 1.12. "Third Party Systems Owners" shall mean the owners or licensors of the Third Party Systems.
- 2.1 License Terms
- 2.1.1. Subject to the terms and conditions of this Agreement, Company grants to You a non-exclusive, non-sublicensable, non-transferable, personal and limited license, during the term of this Agreement to access and solely use the App in relation to the Services as ascribed hereunder.
- 2.1.2. You shall not independently provide any access or sub-license to the App to any third party.
- 2.1.3. You shall not translate, decompile, reverse engineer or otherwise attempt to discover any source code, sell, assign or otherwise transfer any intellectual property in the Services and/the App or any portion thereof, in any way. Subject to the terms and conditions of this Agreement, the rights to avail the Services and use the App have been granted only to You and You may not lease, assign, sell, pledge or transfer such rights to any third party without prior written consent of Company.
- 2.1.4. You shall not use the Services, the App or the website for any purpose that is unlawful, illegal or forbidden by law.
- 2.1.5. You shall use the App and be bound in accordance with any rules and/or terms of service set forth by the Store/OS Provider.
- 2.1.6. You shall not introduce any malicious codes or harmful files, agents or programs into the App and/or the Services. You shall not carry out any actions which may corrupt the App and/or the Services.
- 2.1.7. During the use of the App and/or the Services, You may have access to the server(s) of the Company or of third parties and the Company or any third parties may also undertake frequent back-ups of Your information stored therein. Company shall not be liable or responsible if any of Your backed-up information is lost or becomes irretrievable nor shall it be liable or responsible for the performance / run-time of any servers which are used in accordance with this Agreement.
- 2.2. Open Source
2.2.1. The App may rely on the usage of certain open source libraries and utilities from time to time. You registering or using the Services constitutes your acknowledgement of having read and understood the terms of the open source libraries. Company disclaims all liabilities for any breach of the terms and conditions of such open source libraries.
- 2.3. Third Party Systems
- 2.3.1. Third Party Systems may be integrated as part of the App / Services offered by the Company. Such integration and Your use of such Third Party Systems may be subject to such additional terms and conditions as may be imposed by the Third Party Systems Owners. You specifically undertake to comply with all such terms and conditions as may be imposed by the Third Party Systems Owners and the Company assumes no responsibility or liability in this respect.
- 2.3.2. The Company is not responsible or liable in any manner with respect to any Third Party Systems.
3. PROVISION OF SERVICE
- 3.1 Provision of the Service
- 3.1.1. The Company shall provide You with access to the App and permit the usage of the features associated with the App in accordance with the terms under this Agreement.
- 3.1.2. The Company shall not be obligated to provide any tools or documentation for any further development of the App through the use of the Services.
- 3.1.3. You are totally responsible and liable for the access and use of the Services, App and Data by Yourself.
- 3.2. Communications
- 3.2.1. You acknowledge and agree that Company may send various Communications (directly or indirectly through third parties) to you as part of the Service.
- 3.2.2. Your acceptance of this Agreement deems Your acceptance and agreement to receive Communications from Company (directly or through their vendors).
- 4.1 Before availing the Services, the Company may require You to first register in accordance with the below:
- 4.1.1. You will have to become and remain an authorized user of the site and have to fill in your complete and accurate details in the registration form as provided to You.
- 4.1.2. You may be issued a sign-in identity/login name and password to use / access the Services and Platform.
- 4.1.3. At all times, You will be solely responsible for keeping secure the user identity/login name and password required to access the Services and Platform.
- 4.2 For the purpose of the Agreement, all actions performed by any person using the identity/login name and password allotted to You shall be deemed to have been committed by You and You will be liable for the same.
- 4.3 The Company reserves the right to terminate this Agreement at any time if it is found that You have been sharing the password with any unauthorized user or have been using the password for any illegal or unauthorized purpose.
- 4.4 The Company reserves the right to refuse to permit any person to register as a member, access to the Service / Platform, terminate accounts, remove or edit content in its sole discretion.
- 4.5 During the term of this Agreement and for any periods thereafter the Company reserves the right to (i) retain a copy of any Data provided by You; (ii) use the Data for the purposes of the business of the Company. You hereby acknowledge and consent to such retention and use of the Data by the Company.
- 5.1. The Company may provide updates or upgrades to the App in accordance with its business practices. The Company is not obliged to provide any updates or upgrades.
- 5.2. The Company and/or the Store/OS Provider shall have no obligation to provide any maintenance and support services in relation to the App.
7. THIRD PARTY LINKS
8. PROPRIETARY RIGHTS
- 8.1 Title
- 8.1.1. You acknowledge that the App / Services along with the Intellectual Property therein are the sole and exclusive property of the Company and/ or its Affiliates including all applicable rights not limited to patents, copyrights, trademarks and trade secrets inherent therein or appurtenant thereto, in all media now known or hereinafter developed.
- 8.1.2. All Third Party Systems are the sole and exclusive property of the Third Party Owners or their licensors.
- 8.2. Your Rights
- 8.2.1. You are not purchasing any title to the App or Services, but are only being granted a limited right to access and use the App and/or the Services in accordance with the terms of this Agreement.
- 8.2.2. Nothing in this Agreement shall be construed as transferring or assigning to You any title to the App or any Intellectual Property therein and all rights not granted to You are herein reserved by and for Company.
- 9.1. Restrictions on Use
9.1.1. You shall not sell, transfer, publish, disclose, display or otherwise make available to others any portion of Confidential Information of the Company that you may come in possession of without Company’s prior written consent.
- 9.2 Remedies on Breach
9.2.1. You acknowledge that the Confidential Information of Company has considerable commercial and proprietary value for Company and that the disclosure of any aspect of the Confidential Information will immediately give rise to continuing irreparable injury to Company inadequately compensable in damages at law, and Company is entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, Company may immediately terminate this Agreement, including all license rights granted herein, in the event You breach any of Your confidentiality obligations herein.
- 10.1. You hereby represent that:
- 10.1.1. The performance of or compliance by You of this Agreement does not and will not violate any other agreements;
- 10.1.2. Subject to the terms and conditions of this Agreement, You will not permit use of the App and Services to persons other than persons authorised by the Company;
- 10.1.3. You have all the rights (including any intellectual property rights) to and in any Data provided to the Company;
- 10.1.4. You providing the Data to the Company or the use of the Data by the Company will not violate any third party rights (including any intellectual property rights) or applicable laws (including, the Information Technology Act, 2000 and any laws relating to data protection or data privacy);
- 10.1.5. You will use the App and Services solely in compliance with the terms mentioned under this Agreement;
- 10.1.6. You will comply with all applicable laws in the use of the Services and the App.
- 10.1.7. You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and
- 10.1.8. You are not listed on any U.S. Government list of prohibited or restricted parties.
- 10.2. Company disclaims any warranty, express or implied, that the App, Services and/or Data is secure or immune from: (i) interruption (ii) access, intrusion, corruption, modification or manipulation by an unauthorised third party; or, (iii) disabling code or computer viruses; or, (iv) program errors resulting from any of the causes specified in (i) and (ii) above (collectively, "Prohibited Activities"). Company shall have no liability whatsoever for such Prohibited Activities and You, as the user of the App, Services and/or Data agree, upon delivery thereof, to assume the entire risk and liability for such Prohibited Activities.
- 10.3. YOU AGREE AND ACKNOWLEDGE THAT THE SERVICES, APP AND/OR THE DATA ACCESSED BY YOU OR ANY THIRD PARTY AUTHORISED BY YOU TO USE THE APP UNDER THIS AGREEMENT IS "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FURTHER, THERE ARE NO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE SERVICES, APP AND/OR THE DATA. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (i) THE SERVICES, APP AND/OR THE DATA WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES, APP AND/OR THE DATA WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR APP WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE BACK-UP OF YOUR INFORMATION UNDERTAKEN BY THE APP WILL BE MAINTAINED OR STORED; (v) THE SERVERS USED WILL BE UNINTERRUPTED, TIMELY, SECURE ERROR-FREE OR SHALL MEET YOUR REQUIREMENTS; AND (vi) ANY ERRORS OR DEFECTS IN THE APP AND/OR THE DATA WILL BE CORRECTED/RECTIFIED. (vi) YOU AGREE THAT YOUR RELIANCE AND/OR USE OF ANY NEWS, INFORMATION AND SUGGESTION SHALL BE AT YOUR OWN RISK
- 10.4. COMPANY DOES NOT CONTROL OR ENDORSE ANY THIRD PARTY SOFTWARE OR APPLICATIONS AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO SUCH THIRD PARTY SOFTWARE OR APPLICATIONS OR THIRD PARTY SYSTEMS AND ANY ACTIONS RESULTING FROM THEIR USE. THE USE OF OR THE DOWNLOADING OR OTHER USE OF SUCH APPLICATIONS OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM (INCLUDING MOBILE, IPADS, TABLETS AND ANY OTHER DEVICE BY WHICH YOU ACCESS APPLICATION AND OR THE DATA), LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. COMPANY ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER IN CONNECTION WITH THE APPLICATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR VIA COMPANY’S WEBSITE, SERVICES, DOCUMENTATION, DATA, OR APPLICATIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- 10.5. THE COMPANY AND/OR ITS AFFILIATES ARE NOT RESPONSIBLE FOR YOUR USE OF THE APP AND/OR SERVICES OR THE RESULTS THEREOF.
11. LIMITATION OF LIABILITY
- 11.1. COMPANY AND / OR ITS AFFILIATES SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE IN RELATION TO ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, APP AND / OR DATA BY YOU OR ANY OTHER USER OR ANY THIRD PARTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY 'S AGGREGATE LIABILITY FOR ALL CLAIMS / DAMAGES ARISING UNDER OR ACCRUING FROM THIS AGREEMENT, EXCEED THE AMOUNT OF ONE THOUSAND INDIAN RUPEES.
- 12.1. You shall indemnify, defend and hold harmless Company and its Affiliates and all their officers, directors, owners, agents, employees, content providers, partners, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any (i) claims arising out of, based upon or resulting from Your use of the App and/or the Services; (ii) claims arising from the breach of Your representation(s) or other covenants under this Agreement; and (iii) claims arising from Your wrongful or negligent acts. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and You shall not in any event settle any matter without the prior written consent of Company.
13. STORE/OS PROVIDER RIGHTS
- 13.1. The Parties acknowledge that the Store/OS Provider is not responsible or liable for addressing any claims relating to the App or the use of the App, including, but not limited to:
- 13.1.1. Product liability claims;
- 13.1.2. Any claim that the App fails to conform to any applicable legal or regulatory requirement;
- 13.1.3. Claims arising under any consumer protection or similar applicable legislation.
- 13.2. The Parties acknowledge that in the event of any third party claim that the App or the use of the App infringes that third party’s intellectual property rights, the Store/OS Provider shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- 13.3. Upon Your acceptance of the terms and conditions of this Agreement, the Store/OS Provider shall have the right (and will be deemed to have accepted the right) to enforce the Agreement against You as a third party beneficiary thereof, subject to applicable laws.
14. TERM AND TERMINATION
- 14.1. Term
This Agreement and the license granted herein shall commence on the Effective Date and shall be valid unless terminated in accordance with the terms mentioned under this Agreement.
- 14.2. Termination .
- 14.2.1. The Company has the right to terminate this Agreement immediately in the event You fail to comply with any provisions / terms of this Agreement;
- 14.2.2. The Company has the right to terminate this Agreement at any time, without cause, upon five (5) days prior notice.
- 14.3. Effect of Termination
The termination of this Agreement shall automatically, and without further action by Company, terminate and extinguish the rights granted to You under this Agreement. In the event of termination of this Agreement, Your access to and use of the App and the Services shall cease immediately. The Company shall have the right to retain a copy of any Data provided by You during the term of the Agreement and use such Data for the purposes of the business of the Company.
- 14.4. Survival
Notwithstanding the foregoing, the following Sections shall survive the expiration or termination hereof for any reason: 2.1(License Terms); 8(Proprietary Rights); 9(Confidentiality); 10(Representations); 11(Limitation of Liability); 12(Indemnity); 14(Term and Termination); and 15(General Provisions).
15. OPERATING ENVIRONMENT
- You are solely responsible for acquiring, installing, operating and maintaining the terminals and hardware and software environment necessary to access and use the App and Data and Company disclaims all liabilities in relation to the same.
16. GENERAL PROVISIONS
- 16.1. Notification Of Changes
The Company reserves the right to modify the terms of this Agreement at any time without giving You prior notice. Your use of the Services and the App following any such modification constitutes your agreement to follow and be bound by such modifications. The last date this Agreement was revised may be set forth at the end of this Agreement. Your continued use of the Services, the App and Data after notice of any change to the Agreement will be deemed to be your consent to the amended terms.
- 16.2. Force Majeure
The Company shall not be liable for any downtime or delay or unavailability of Service or App caused by circumstances beyond the Company’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks. 16.3. Entire Agreement
- 16.3. Entire Agreement
- 16.4. Advertisement
Company shall have the right to place advertisements and publicity materials of its choice, including that pertaining to parties other than itself for commercial use, either physically or through electronic means during the use of the App and Services.
- 16.5. Severability
If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
- 16.6. Waiver
The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder.
- 16.7. Assignment
You may not assign or sub-license, without the prior written consent of Company, the rights, duties or obligations under this Agreement, in whole or in part, to any person or entity.
- 16.8. Dispute Resolution and Governing Law
- 16.8.1. The parties hereby agree that they intend to discharge their obligations in utmost good faith. They therefore agree that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement by discussion. If within 15 days of the commencement of the discussions the dispute is not resolved the dispute shall be referred to arbitration in accordance with the arbitration rules under the India Arbitration and Conciliation Act, 1996. The arbitral panel shall comprise of a sole arbitrator mutually appointed by the parties. In the event the parties are unable to agree on a sole arbitrator within 30 (thirty) business days following the date of dispute / breach, the matter will be referred to a panel of arbitrators ("Panel") to be appointed within 10 (ten) calendar days from the expiry of the 30 (thirty) business days period for the appointment of the sole arbitrator. Both parties to the dispute (that is the party instituting the arbitration proceeding and the respondent party) shall appoint one arbitrator each to the Panel and the two (2) arbitrators so appointed by the parties shall together appoint the third arbitrator to the Panel. The arbitration proceedings shall take place in Bangalore and the language for such proceedings shall be English.
- 16.8.2. Notwithstanding the above, the parties shall be entitled to approach the court of appropriate jurisdiction for the grant of any interim or equitable relief.
- 16.8.3. This Agreement shall be governed and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.
- 16.9. Relationship of Parties
It is expressly agreed that Company and You are acting hereunder as independent contractors and nothing contained or implied under this Agreement creates a joint venture, agency or partnership between You and the Company. If You have any questions about this Agreement, please contact us at firstname.lastname@example.org.
Last updated on: 2013-06-27