INTRODUCTION

Welcome to Xirify!

We invite you to access our Xirify website (“Website”) and use the Xirify application (“Application”), but please note that our invitation to you is subject to your agreement with these Terms of Service. This document describes in detail your rights and our rights relating to the provision of the Service (as defined below). By accepting these Terms, you are also accepting and agreeing to be bound by the Privacy Policy..

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES OFFERED BY Xirify . BY AGREEING TO THESE TERMS AND CONDITIONS OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND BE A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD STOP USING THE APPLICATION OR SERVICES IMMEDIATELY. USE OF SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

This may not be the only contract that you are entering into with us. It depends upon how you interact with the Xirify and our software applications. If you install any Xirify software on your computing devices, you may be asked to agree to an end user license agreement. If you are selling on the Xirify application, we may enter into a separate agreement with you.We refer to each of these as a “Separate Agreement”. If that happens, the Separate Agreement shall take precedence if there is a conflict between those terms and these Terms, to the extent of such conflict and with respect to the particular subject matter of that Separate Agreement.


TERMS OF SERVICE

The Terms of Service constitutes a contract between Xirify and you. The Terms include the provisions set forth in this document and in the Xirify Privacy Policy and Separate Agreements, and other terms or conditions that may be presented by us and accepted by you from time to time in connection with specific Service offerings (all of which we collectively refer to as the “Terms of Service” or “Terms” or “Terms and Conditions”). If you do not agree to these Terms, you do not have the right to access or use our Service. If you do register for or otherwise use our Service, including accessing our website, you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract.

By using the Service, you acknowledge, accept and agree with all provisions of the Privacy Policy, including, without limitation, the use and treatment of the text, images, and other data you choose to input, upload, or store in the Application (collectively, “Content”) and your personal information in accordance with such Privacy Policy.


XIRIFY SERVICE

All services, browsing experiences, softwares, applications, web-sites, facilities, literature and any other product or service including the Xirify Software (as defined below) and Application, and other products, services and websites hosted or made available by Xirify are collectively referred to in these Terms as the “Service” or “Xirify Service”. In exchange for being able to use the Service, you agree to abide by these Terms.


PARTIES TO THESE TERMS

Any person who visits the Xirify website or accesses or uses the Services shall be deemed to be a Party to these Terms. Further, if you are an Account Holder with Xirify, you are one party to this contract. (An Account Holder is the person or entity who has contracted with Xirify as either an individual or as a Client as defined in our Xirify Business Agreement).

The other party to this contract is VALUEADD SOFTTECH & SYSTEMS PVT. LTD. (“VAST”) , a Company registered under the Indian Companies Act, 1956 and headquartered in Pune, Maharashtra in India and may be referred to in these Terms of Service as “Company”, “Xirify”, “VAST”, “we”, “our” and “us”).


AMENDMENT OF TERMS OF SERVICE

These Terms may be amended as new features, technology, or legal requirements arise, so please check back from time to time.

If we do update these Terms, you are free to decide whether to accept the updated terms or to stop using our Service (see “How to close my Account” below); your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. For clarity, email or other communications will not constitute an effective written agreement for this purpose.


HOW TO USE THE SERVICE

First, you need to create a Xirify service account (“Account”). You create an Account by providing us with your name, your address, your email address, your phone number (where you will receive an OTP) and by creating a password. We refer to this as your “Basic Subscriber Information”. We encourage you to use a distinct and non-obvious password that is different from passwords you use for any other service. You are responsible for maintaining the accuracy, completeness and confidentiality of your Basic Subscriber Information, and you will be responsible for all activities that occur under your Account, including activities of others to whom you have provided your Basic Subscriber Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Basic Subscriber Information secure. If you discover any unauthorized use of your Basic Subscriber Information or suspect that anyone may be able to access your private Content without authorization, you should immediately change your password and notify our Customer Support team.

Second, you will need to access your Account through a web browser or by installing our application on your computers, tablets or phones. Obtaining those devices and paying for their connectivity and data plans is your responsibility. Xirify also has no responsibility for the availability of the Internet and other telecommunication services necessary to access the Service.

Xirify Accounts should not be shared. If you share your Basic Subscriber Information with anyone, that other person may be able to take control of the Account, and we may not be able to determine who is the proper account holder. We will not have any liability to you (or anyone you share your Basic Subscriber Information with) as a result of your or their actions under those circumstances. Since you may use a free Xirify service account, we strongly urge you not to share your information with anyone.


RIGHTS OF USERS

Once your account is created and you accept these Terms, we grant you a limited, non-exclusive license to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms. In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Xirify Application provided to you by or on behalf of Xirify, for the sole purpose of enabling you to use the Xirify Application and enjoy the benefits of the Service, subject to any applicable license terms provided with the Xirify Software and these Terms, until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in Xirify or the Service.


INTELLECTUAL RIGHTS PROTECTION

You retain copyright and any other rights you already held in your Content before you submitted, posted or displayed it on or through the Service. But you agree to grant Xirify a limited license, as described below, so we can make your data accessible and usable on the Service. Other than this limited license and other rights you grant in these Terms, Xirify acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Content.

However, in order to enable Xirify to operate the Service, we must obtain from you certain limited license rights to process your Content that is covered by intellectual property rights so that technical actions we take in operating the Service are not considered legal violations. For example, copyright and data privacy laws could prevent us from processing, maintaining, storing, backing-up and distributing certain Content, unless you give us these rights. Accordingly, by using the Service and uploading Content, you are granting Xirify a license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) and reproduce such Content to enable Xirify to operate the Service. You also agree that Xirify has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion.

You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as your Content is stored with us), and include a right for Xirify to make such Content available to, and pass these rights along to, others with whom Xirify has contractual relationships related to the provision of the Service, solely for the purpose of providing such Services, and to otherwise permit access to or disclose your Content to third parties if Xirify determines such access is necessary to comply with its legal obligations.

If you elect to use any third party service or application that is integrated with Xirify, you also agree that the licenses granted to Xirify in the preceding paragraph shall apply to Content that is submitted or uploaded through such third party service or application. If the third party service or application you elect to use would access or extract Content, you grant Xirify the right and license to enable third party access to and extraction of your Content. Xirify does not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.

As we rely upon your rights to upload and distribute your Content, you represent and warrant to Xirify that (1) you have the unfettered legal rights and authority to submit your Content to Xirify, to make any other use, publication or other distribution of that Content in your use of the Service, and to grant the rights granted to Xirify under these Terms; and (2) your Content complies with our User Guidelines and these Terms. Finally, you understand and agree that Xirify, in performing the required technical steps to provide the Service to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.

Please note that when you use the Xirify Service to send messages to an email address, to a telephone number via SMS, or through a social media account (e.g., Facebook or LinkedIn) that has not been linked to a Xirify account, Xirify sends such messages on your behalf, and we are relying on your representation to us that you have a direct relationship with the recipient(s) and that you are respecting the legal rights of the recipient(s) not to receive certain kinds of messages (such as harassing messages, unsolicited commercial messages, and unwanted SMS messages). Whenever you send any kind of message to a third party you represent and warrant to Xirify that you are acting within the law and that you have prior consent from the recipient to send them such a message.


USE OF SERVICE

Your use of the Service must be in accordance with these Terms. When it comes to your use of the Service, you agree that you are responsible for your own conduct and all conduct under your account. This means all Content created, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Content or introduced it into the Service. This applies whether the Content is kept private, shared or transmitted using the Service or any third-party application or services integrated with the Xirify Service. If we find that any shared Content in your account violates our Terms of Service (including by violating another person’s intellectual property or privacy rights), we reserve the right to un-share or take down such content.

Your use of Xirify Service is further subject to the terms described below.

CONTENT RIGHTS

While you own the Content you store within the Xirify Service (subject to third party rights), you acknowledge and agree that Xirify (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software that is part of the Service and all Xirify software deployed by you or a third party to enable capturing of Content originating outside the Service or any of the Xirify software applications for compatible computing devices that enable access and use of the Service through such device (the “Xirify Software”).

INTELLECTUAL PROPERTY RIGHTS

In agreeing to these Terms, you also agree that the rights in the Service and Xirify Software, including all intellectual property rights, such as trademarks, patents, designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any Xirify Software unless we give you express written permission or you are otherwise legally permitted to do so notwithstanding this prohibition.

RIGHT TO MODIFY THE SERVICE

We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service, including changes that may affect the previous mode of operation of the Service or Xirify Software. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions, the ability to send or receive email messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice.

You also acknowledge that a variety of Xirify actions may impair or prevent you from accessing your Content or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that Xirify has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification, extend the duration of your Paid Service subscription for a period of time equal to the interruption and/or refund a portion of your Paid Service subscription fee equal to the remaining unused term of the Paid Service subscription, as we determine appropriate or as may be required by applicable law.

RIGHT TO ENGAGE THIRD PARTIES

Xirify engages certain affiliates or other third parties (“Service Providers”) to provide technical or other services relating to all or part of the Service, and you hereby agree that such involvement by these Service Providers is acceptable. Please see our Privacy Policy to understand the extent to which any affiliate or third party may have access to your account information or Content.


RIGHT TO USE THIRD-PARTY SOFTWARE

Xirify may from time to time include as part of the Service and Xirify Software computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We provide information about some of this third party software within the particular Xirify Software. Xirify expressly disclaims any warranty or other assurance to you regarding such third-party software.


RIGHT TO UPDATE OUR SOFTWARE

In connection with any modification of the Service, Xirify may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Service. Xirify will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), Xirify may require you to install the update to continue accessing the Service. In all cases, you agree to permit Xirify to deliver these updates to you (and you to receive them) as part of your use of the Service.

If you are using the Service as part of a Xirify Business account, your use of the Service is governed by these Terms, except to the extent the Separate Agreement governing the Xirify Business account provides conflicting terms, in which case, the Separate Agreement shall prevail over these Terms. The Client (as defined in Xirify Business Agreement) who has contracted with Xirify have the responsibility to and agree to share the terms of such Separate Agreement with each individual whose user account is linked to that Xirify Business account (“End User”).

If you are an End User of a Xirify Business account, please note that the Client of your Xirify Business account (such as your employer or organization) may have established its own rules regarding End Users’ access, use, disclosure, or retention of data stored in that account.


INTELLECTUAL PROPERTY VIOLATION

We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms (which we believe to comply with the applicable laws of India). If you believe that your intellectual property rights have been violated, please notify our compliance team accordingly and we will investigate the issue. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Xirify does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.


USE OF XIRIFY BY CHILDREN

Xirify is not directed to minors, and any use by minors should only be done with the guidance, supervision and consent of their parents, guardians and/or authorized school officials. Further, we rely on parents and guardians to ensure minors only use the Service if they can understand their rights and responsibilities as stated in these Terms and our Privacy Policy.

Consistent with applicable law, Xirify does not knowingly collect personal information from minors without parental consent. If we learn that we have inadvertently obtained information in violation of applicable laws prohibiting collection of information from children without such consent, we will promptly delete it.


DATA TRANSMISSIONS AND BACKUP

The Service is available pan India, but your data is stored in Pune, Maharashtra, as described in our Privacy Policy. If you use the Service, you acknowledge that you may be sending electronic communications (including your Basic Subscriber Information and Content), through computer networks owned by Xirify, its Service Providers, and other third parties located in Pune and other locations in India and other countries. As a result, your use of the Service will likely result in interstate and possibly international data transmissions, and your use of the Service shall constitute your consent to permit such transmissions.


DE-ACTIVATION OF ACCOUNT

You may deactivate your account with our Service at any time, for any reason or without a reason. However, if you want to deactivate your account you need to take certain specific steps. If you are a Client who is operating a Xirify Business account, you will have to terminate your agreement with the Company in accordance with your Separate Agreement with the Company.

Xirify may act to temporarily limit your use of the Service, suspend access to your account, or close your account, with or without notice according to these Terms. Reasons for Xirify suspending or closing your account may include, without limitation: (i) breach or violation of these Terms (including the User Guidelines) or any Separate Agreement, (ii) an extended period of inactivity (determined in Xirify’s sole discretion), (iii) your non-payment of any fees or other sums due to Xirify or any other party related to your use of the Service, (iv) the discontinuance or material modification of the Service (or any part thereof) or (v) unexpected technical or security issues or problems or extensive Unsupported Use.

In most cases, in the event we elect to close your account, we will provide at least 30 days’ advance notice to you at the email address you have provided to us, so you have a chance to retrieve any Content stored on the Service servers (unless we determine that we are legally prohibited from providing such notice or enabling you to do so). After the expiration of this notice period, you will no longer be able to retrieve Content contained in that account or otherwise use the Service through that account.


DEMISE OF ACCOUNT HOLDER

Xirify’s pledge to protect the privacy of your Content will continue, even after your death or incapacity. If you wish to enable someone to have access to your Content or other data in your account after you are no longer able to provide them access, you need to implement a process for providing your information to them. We will not provide your information, or your Content, to anyone, even next of kin, unless we determine that we are legally obligated to do so. We encourage you to include your Basic Subscriber information, with instructions on how to access your Content, in your will or other estate plans, so that anyone you wish to have access to your account will have the means to do so.


RIGHTS OVER SUGGESTIONS, ETC.

When you submit any ideas, suggestions, documents and/or proposals relating to the Service (or other products or services) to Xirify through the “Contact Us,” User Forum or Support interfaces or through any other channel or mechanism (collectively, “Contributions”), you acknowledge and agree that:

  1. your Contributions do not contain confidential or proprietary information;
  2. Xirify is not under any obligation of confidentiality, express or implied, with respect to the Contributions;
  3. Xirify shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way;
  4. Xirify may have something similar to the Contributions already under consideration or in development;
  5. your Contributions automatically become the property of Xirify without any obligation of Xirify to you; and
  6. you are not entitled to any accounting, compensation or reimbursement of any kind from Xirify under any circumstances.

ADVERTISEMENTS, THIRD PARTY LINKS & CONTENTS

Our business model is to make the Service so valuable that our users will want to subscribe to a Paid Service. However, we may display advertisements and promotions on or in connection with the Service, some of which may be paid for by third parties. For more information, please see our Privacy Policy.

Some advertising or other messaging content we provide will be based upon information provided by third parties, and we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any advertisements or other messages. Furthermore, your interactions with advertisers found on or through the Service, including, without limitation, all reliance upon advertising, all commercial transactions and legal obligations associated therewith, are solely between you and such advertisers.

We may include or recommend third party resources, materials and developers and/or links to third party websites, content and applications as part of, or in connection with, the Service. We may have little or no control over such sites or developers and, accordingly, you acknowledge and agree that (i) we are not responsible for the availability of such external sites, content or applications; (ii) we are not responsible or liable for any content or other materials or performance available from such sites or applications and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, materials or applications.


INDEMNITY

You agree to indemnify and hold Xirify, its subsidiaries, affiliates, officers, agents, employees, advertisers, Service Providers and other partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will endeavour to provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.


LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

To the maximum extent permitted by law, the Service Is Available “As Is.” YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY SERVICES ARE ALL AT YOUR SOLE RISK.
  2. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XIRIFY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  3. XIRIFY DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.
  4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
  5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM XIRIFY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT XIRIFY, ITS SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF XIRIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE OR TO USE PROMOTIONAL CODES OR XIRIFY POINTS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (v) XIRIFY’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR BASIC SUBSCRIBER INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT; (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED OR OTHER THIRD-PARTY PRODUCT OR SERVICE; (ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.


EXCLUSIONS AND LIMITATIONS

NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.


NOTICE TO YOU

It is imperative that you make sure your Basic Subscriber Information is accurate, complete and up to date. We may provide you with notices by email (to the email address associated with your account), your phone number, regular mail or postings on the website(s) related to the affected Service.


NOTICE TO XIRIFY

Except where these Terms or any Separate Agreement specifically provide for use of a different means or address for notice, any notice to Xirify must be delivered by email to support@xirify.com. This email address may be updated as part of any update to these Terms of Service. If you are unable to deliver notice via email, you may send a notice to us at the following address (as applicable to your Service provider): Valueadd Softtech & Systems Pvt. Ltd., 301, Chandravarsha Complex, Pashan-Sus Road, Pashan, Pune - 411021, MH, INDIA


Attention: Legal Notice

APPLICABLE LAWS

If you are a resident of India, these Terms and the relationship between you and Xirify (including any dispute) shall be governed in all respects by the laws of India, as they apply to agreements entered into and to be performed entirely within Pune, Maharashtra between Indian residents, without regard to its conflict of law provisions.

If you reside outside India, these Terms and the relationship between you and Xirify (including any dispute) shall be governed in all respects by the laws of India and shall be considered to have been made and accepted in India, without regard to conflict of law provisions. Courts in Pune shall have exclusive jurisdiction in respect of all claims and disputes in relation to these Terms or Services.

If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.


CLAIM AGAINST XIRIFY

LET US KNOW ABOUT YOUR COMPLAINT

We want to know if you have a problem so we encourage you to contact our customer support team if you have any concerns with respect to the operation of the Service or any Xirify Software, as we want to ensure that you have an excellent experience.

INITIATING A FORMAL CLAIM

If you conclude that we have not satisfied your concern and that you must pursue legal action, you agree that your claim must be resolved by the processes set forth in these Terms.

Xirify provides the Service to you on the condition that you accept the dispute resolution provisions described below, so if you initiate any claim against Xirify in any other manner, you shall be in violation of these Terms and you agree that Xirify shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse Xirify for its reasonable costs incurred in defending against such improperly initiated claim. You agree that prior to initiating any formal proceedings against Xirify, you will send us a notice to our attorney and state that you are providing a “Notice of Dispute”. Upon receipt of a Notice of Dispute, you and we shall attempt to resolve the dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. If the dispute remains unresolved, either you or we may initiate formal proceedings according to these Terms.

Except where our dispute is being resolved pursuant to an arbitration (as provided below), if you are a resident of India, you agree that any claim or dispute you may have against Xirify must be resolved exclusively by courts in Pune, Maharashtra. You agree to submit to the exclusive jurisdiction of the courts located within Pune, Maharashtra (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.


ALTERNATIVE DISPUTE RESOLUTION PROCESS

Any dispute or difference whatsoever arising between you and us out of or relating to the construction, meaning, scope operation or effect of these Terms or the validity or the breach thereof or in relation to the Services shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996 of a sole arbitrator appointed mutually. The award of the arbitrator shall be final and binding on the Parties. The venue and seat of arbitration shall be Pune, Maharashtra, India. The language of arbitration shall be English.

YOU AND XIRIFY AGREE, AS PART OF THE ARBITRATION AGREEMENT, THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE “PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.” UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER XIRIFY USERS.

If a court decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement shall continue to apply. The remainder of these Terms and this Section will continue to apply.


CLAIMS ARE TIME-BARRED

You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.

The provisions of this section shall be deemed to constitute a separate written legally binding agreement by and between you and us.


NO RESPONSIBILITY OF XIRIFY FOR DEFAULTS OF MERCHANTS

You agree and acknowledge that Xirify shall not be responsible for:

  1. The services or goods provided by the MERCHANTS;
  2. The Merchants’ services or goods not being up to your expectations or leading to any loss, harm or damage to you;
  3. The availability or unavailability of certain items on the menu;
  4. The Merchant delivering the incorrect orders; or
  5. Product liability of goods provided by the Merchant.

The details of the product list and the price list available on Xirify with respect to goods or any other services being provided by the Merchants are based on the information provided by the Merchants and Xirify shall not be responsible for any change or cancellation or unavailability or refund.

You understand that Xirify merely provides a platform for Merchants and their customers to interact for purchase of goods and services and Xirify is and shall not be involved in delivering of such goods or services from Merchants to their customers. You and the Merchants agree and acknowledge that Xirify is not responsible for any liability arising out of delivery of services or goods by Merchants to you.

You may not be able to avail Services if your delivery location is outside Xirify’s current scope of Service. You are advised to check if Xirify is operating in your area before using the APplication.

You understand that delivery time, if quoted at the time of confirming the order, will be an approximate estimate and may vary in real time. Xirify will not be responsible for any delay in the delivery of anorder.

You understand that the Merchants who undertake delivery of their goods and services to you may charge for such service. Xirify exercises no control on such delivery services and same shall be under the control of the Merchants alone and hence all or any disputes arising out of such delivery services shall be between You and the Merchants alone. Xirify shall not be responsible for such delivery services and assumes no liability for disputes arising out of the same.

Your order will be only delivered to the address designated by you at the time of placing the order. Your order may be cancelled in the event of any change of the address as informed to the Merchant and You may not be entitled to any refund for the same. Delivery of goods and services in the event of change of the delivery location could be subject to acceptance by the Merchant.

You shall undertake to provide adequate directions, information and authorisations to accept delivery. In the event of no delivery due to any act or omission attributable to you, the goods or services shall be deemed to have been delivered to the You and all risk and responsibility in relation thereto shall pass to the You without being entitled to any refund.

You understand that Merchant’s liability ends once your order has been delivered to you, except where the product liability of the Merchant subsists.

Payment for goods and services

Xirify may provide multiple options to make payment. You may be required to provide credit or debit card details to the approved payment gateways while making the payment on the Platform. In this regard, you agree to provide correct and accurate credit/ debit card details to the approved payment gateways for availing the Services. You shall not use the credit/ debit card which is not lawfully owned by You, i.e. in any transaction, you must use your own credit/debit card. The information provided by you will not be utilized or shared with any third party unless required in relation to fraud verifications or by law, regulation or court order. You shall be solely responsible for the security and confidentiality of your credit/debit card details. We expressly disclaim all liabilities that may arise as a consequence of any unauthorized use of your credit/ debit card.

Xirify does not offer any refunds against goods or services already purchased from a Merchant through the Platform unless an error that is directly attributable to Xirify has occurred during the purchase of such product or services.

We constantly strive to provide you with accurate information on the Platform. However, in the event of an error, we may, in our sole discretion, contact you with further instructions.

If you use the Platform, you do the same at your own risk.

You agree that the Services shall be provided through the Platform only during the working hours of the relevant Merchant.


DISCLAIMER

Xirify does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc.) of any of the Merchant. You are advised to independently verify the bona fides of any particular Merchant that you choose to deal with on the Platform and use your best judgment on that behalf. All Merchants’ offers and third-party offers are subject to respective party terms and conditions. Xirify takes no responsibility for such offers.


USE OF PLATFORM FOR PURCHASE OF PHARMACEUTICAL PRODUCTS

You can use the Platform for purchase of various medicines and pharmaceutical products from the pharmacy stores that requires a valid medical prescription issued by a medical expert/ doctor to be provided to a registered pharmacist for the purpose of dispensing such medicines and pharmaceutical products (“Prescription Drugs”), offered for sale on the Platform by the Merchant. In order to purchase Prescription Drugs from the Merchants through the Platform, you are required to upload a scanned copy of the valid prescription on the Application. The Order would not be processed by the Merchant until a copy of a valid prescription is uploaded on the Platform, which shall be in turn shared with the Merchant. The Merchant will verify the prescription uploaded by You and in case the Merchant observes any discrepancy in the prescription uploaded by You, the Merchant may reject the order. You are also required to make the original prescription available at the time of delivery of the Prescription Drugs. You shall allow the stamping of the original prescription at the time of medicine delivery failing which medicines will not be delivered to you.

You understand and agree that Xirify’s Platform is merely a technology platform and the medicines and pharmaceutical products are sold by the Merchant. Xirify shall not be held responsible in any manner for any error or omission or act committed on part of the Merchant.

You agree and undertakes that you will not repeat the use of prescription for which drugs have already been dispensed. In case you are found repeating the use of prescription, the order will be cancelled immediately. In any event, Xirify shall not be responsible for any adverse effects or harm caused to You or anyone else.

You agree and confirm that you are completely aware of the indications, side effects, drug interactions, effects of missed doses or overdose of the medicines you order through the Platform. It is imperative to seek professional advice from medical practitioner before purchasing or consuming any medicine.

The Merchant and Xirify may separately maintain a record of the prescriptions uploaded by You.


USE OF PLATFORM FOR PURCHASE OF CIGARETTES AND OTHER TOBACCO PRODUCTS

You agree and undertakes that you will not use the Platform to purchase cigarettes and other tobacco products if you are below the age of 18 years.

You may be requested to provide a valid age proof at the time of delivery of cigarettes and/other tobacco products, you agree and undertake to provide a valid age proof, if requested for verification. If You are below the age of 18 years, your order shall be cancelled and the amount will not be refunded to you. You shall not place order for loose cigarettes.


USE OF PLATFORM FOR PURCHASE OF ALCOHOLIC BEVERAGES

Eligibility

By accessing the Wine Shop category in the Platform, You represent that you are of legal drinking age in your State of domicile and/or where you are accessing the Platform and have not been previously suspended or prohibited from accessing or otherwise availing the Services of the Platform.

Know Your Customer (KYC) verification

You agree to undergo and complete mandatory age and KYC verification process to access the Platform. You undertake to provide a valid and legible KYC document for the purpose of verification, failing which you will not be allowed to access the Platform. You shall be solely liable as to the veracity of the KYC documents provided by you, Xirify undertakes no liability in this regard. Collection of your details and documents for verification will be subject to our Privacy Policy.

One Time Password (OTP) at the time of delivery

Once the Order for alcoholic beverages is placed, You will receive an OTP on your registered mobile number which You should mandatorily provide to receive delivery of the order of alcoholic beverages. If OTP is not provided at the time of delivery, your order in this case will be cancelled without any refund, and the product(s) will not be delivered to you.

You agree and undertake that you will not share the OTP with any person below the legal drinking age to collect delivery of your Order of alcoholic beverages.

Delivery Address

You agree and undertake that you will not provide the address of any public place including but not limited to educational institution, hospital, religious places as delivery address for the Order. If the delivery address is found to be the address of a public place, Xirify reserves the right to immediately cancel the Order without being liable to process any refund.


MISCELLENOUS

  1. These Terms constitute the entire agreement between you and Xirify and govern your use of the Service, except for, and then only to the extent that you have entered into a Separate Agreement.
  2. These Terms supersede any prior agreements or earlier versions of these Terms between you and Xirify for the use of the Service as of the Effective Date indicated at the top of these Terms.
  3. If, through accessing or using the Service, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.
  4. You acknowledge and agree that each affiliate of Xirify shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.
  5. The section headings in these Terms of Service are for convenience only and have no legal or contractual effect.

FORCE MAJEURE

Any delay in or failure to perform any obligations by Xirify under these Terms shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of a party committing default, including and limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, war like situations including digital or proxy war through viruses/trojans etc., labour strikes, sabotage, rebellion, insurrection, epidemic, pandemics or similar outbreak (“Force Majeure”). Provided, however, Xirify shall give prompt notice from the time of the force majeure occurrence to You. Xirify shall use all reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are removed. In the event the Force Majeure event continues for a period of 7 (seven) days, Xirify and You shall have independent rights to terminate these Terms of Service.


This Privacy Policy (“Policy”) describes the policies and procedures on the collection, use, disclosure and protection of your information when you use the Xirify website (“Website”) and/or the Xirify mobile application (“App”) made available by VALUEADD SOFTTECH & SYSTEMS PVT. LTD (“VAST”, “Company”, “we”, “us” and “our”). Both Website and App are collectively referred to as “the Platform”.

The terms “user”, “you” and “your” refer to the user of the Platform including the business partners and merchants using the App (“Merchant”). The term “Services” refers to any services offered in relation to Xirify whether on the Xirify Platform or otherwise.

Please read this Policy before using the Xirify Platform or submitting any personal information to Xirify. This Policy is a part of, and is to be read along with, the Terms of Use.


YOUR CONSENT

By using the Xirify Platform and the Services, you agree and consent to the collection, transfer, use, storage, disclosure and sharing of your information as described and collected by us in accordance with this Policy. If you do not agree to this policy, you may not use or avail our services or access the Platform.


GOVERNING STATUTE

This Privacy Policy is governed by and is compliant with the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011, which is designed to protect the Personal Information; and other applicable rules and regulations related to privacy.


POLICY CHANGES

We reserve the unconditional right to change, modify, add, or remove portions of this Privacy Policy at any time, without specifically notifying You of such changes. Any changes or updates will be effective immediately. You should review this Privacy Policy regularly for changes. You can determine if changes have been made by checking the “Last Updated” legend above. To the extent permitted under the applicable law, your continued use of our Services after we publish or update this Policy, shall constitute your consent to the updated Policy.


LINKS TO OTHER WEBSITES

The Xirify Platform may contain links to other websites. Any personal information about you collected while visiting such websites is not governed by this Policy. Xirify shall not be responsible for and has no control over the practices and content of any website accessed using the links contained on the Xirify Platform. This Policy shall not apply to any information you may disclose to such websites or which we do not require you to disclose to us or any of our service providers or Merchants under this Policy.


INFORMATION COLLECTED FROM USERS

We collect and process the following information about you:

Information you give us

This includes information submitted when you:


COOKIES AND OTHER FILES

Our Xirify Platform and third parties with whom we partner, may use cookies, pixel tags, web beacons, mobile device IDs, “flash cookies” and similar files or technologies to collect and store information with respect to your use of the Services and third-party websites.

Meaning & Purpose of Cookies

Cookies are small files that are stored on your browser or device by websites, apps, online media and advertisements. We use cookies primarily for user authentication but may also use them to improve the quality of our Services by storing user preferences and tracking user trends. We use cookies and similar technologies for purposes such as:

Meaning & Usage of Pixel Tag

Pixel Tag (also called a web beacon or clear GIF) is a tiny graphic with a unique identifier, embedded invisibly on a webpage (or an online ad or email), and is used to count or track things like activity on a webpage or ad impressions or clicks, as well as to access cookies stored on users’ computers. We use pixel tags to measure the popularity of our various pages, features and services. We also may include web beacons in e-mail messages or newsletters to determine whether the message has been opened and for other analytics.

Modifying settings

To modify your cookie settings, please visit your browser’s settings. By using our Services with your browser settings to accept cookies, you are consenting to our use of cookies in the manner described in this section.

Permission to third party

We may also allow third parties to provide audience measurement and analytics services for us, to serve advertisements on our behalf across the Internet, and to track and report on the performance of those advertisements. These entities may use cookies, web beacons, SDKs and other technologies to identify your device when you visit the Xirify Platform and use our Services, as well as when you visit other online sites and services.


Information we collect about you

With regard to each of your visits to the Xirify Platform, we will automatically collect and analyse the following demographic and other information:

If you are a Merchant, we may, additionally, record your calls with us made from the Authorised Device, related call details, SMS details location and address details. If you are the person ordering goods &/or services, we may record the calls made with us for quality purposes.


NON-PERSONAL INFORMATION

We collect your Internet Protocol (“IP”) addresses when you visit the App to track and aggregate non-personal information. Non-personal information may include the browser name, your usage and log related information, the type of electronic devie, manufacturer, make, model, unique ID of the electronic device and other technical information about User’s means of connection to our App, such as the operating system and the Internet service providers utilized and other similar information. For example, we may use IP addresses to monitor the regions from which User navigates our App. User understands that this information shall be non-personal information and could be used by the Company, for its own business purposes.

Information we receive from other sources


USES OF YOUR INFORMATION

We analyse the log files of our Platform that may contain Internet Protocol (IP) addresses, browser type and language, Internet service provider (ISP), referring, app crashes, page viewed and exit websites and applications, operating system, date/time stamp, and clickstream data. This helps us to administer the website, to learn about user behavior on the site, to improve our product and services, and to gather demographic information about our user base as a whole.

We use the information we collect for following purposes, including:

We may combine the information that we receive from third parties with the information you give to us and information we collect about you for the purposes set out above. Further, we may anonymize and/or de-identify information collected from you through the Services or via other means, including via the use of third-party web analytic tools. As a result, our use and disclosure of aggregated and/or de-identified information is not restricted by this Policy, and it may be used and disclosed to others without limitation.


DISCLOSURE AND DISTRIBUTION OF YOUR INFORMATION

We may share your information that we collect for following purposes:


DATA SECURITY PRECAUTIONS

We have in place appropriate technical and security measures to secure the information collected by us. Your Personal Information is stored on our database which are either hosted on a private cloud or public cloud. Although we provide appropriate firewalls and protections, we cannot warrant the security of any Personal Information transmitted as our systems are not hack proof. Data pilferage due to unauthorized hacking, virus attacks, technical issues is possible, and we take no liability or responsibility for it. You are required to be careful to avoid “phishing” scams, where someone may send you an e-mail that looks like it is from Xirify asking for your personal information. We use vault and tokenization services from third party service providers to protect the sensitive personal information provided by you.

Where we have given you (or where you have chosen) a username and password which enables you to access certain parts of the Xirify Platform, you are responsible for keeping these details confidential. We ask you not to share your password with anyone.

We will do our best to protect your personal data, we cannot guarantee the security of your data transmitted through the Xirify Platform. Once we have received your information, we will use strict physical, electronic, and procedural safeguards to try to prevent unauthorised access.


CONTACT US

In the event you have any grievances relating to the Privacy Policy, please inform within 24 hours of occurrence of the instance from which the grievance has arisen, by writing an email to us at support@xirify.com. Upon lodging a complaint, you agree to provide complete support to the customer service team with such reasonable information as may be sought by them from You. The decision of the Company on the complaints shall be final and you agree to be bound by the same.

If you have any queries relating to the processing or usage of information provided by you in connection with this Policy, please email us at info@xirify.com.

If you come across any abuse or violation of the Policy, please report to support@xirify.com. It is clarified that Xirify is not bound to respond to the grievances, queries, or intimations regarding violations of this Policy sent by you.

Further, please note that the Xirify Platform stores your data with the cloud platform, which may store this data on their servers located outside of India, and has security measures in place to protect the loss, misuse and alteration of the information. In the event you have questions or concerns about the security measures adopted by cloud platform, you can contact their data protection/privacy team/legal team or the designated grievance officer at these organisations, whose contact details are available in its privacy policy.


The Company and the Client shall individually be referred to as “Party” and collectively as “Parties” as the case may be.

WHEREAS:

  1. The Company is the inventor, manufacturer and sole and absolute owner of its software application ‘Xirify’ including all its versions and adaptations (hereinafter referred to as “Xirify” / “Application”). Company has explained the use and benefits of the Application to the Client.
  2. Client is desirous of using the Application for Client’s commercial use.
  3. The Parties have agreed to enter into this Agreement to record their understanding and the terms governing the use of the Application by the Client.

NOW THIS AGREEMENT WITNESSTH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER:

  1. ENGAGEMENT:

    Subject to the terms and conditions herein, the Company hereby allows the Client to use the Application for Client’s business and / or commercial purpose (“Business”) during the contractual term of this Agreement. Client hereby agrees to abide by the terms of this Agreement, applicable laws and the general terms and conditions for use of Xirify as listed on the Company’s website and on the Application (“T&C”).

  2. CONTRACTUAL TERM:

    This Agreement shall be effective from the Commencement Date and shall end on the Termination Date. “Commencement Date” shall be the date of execution of this Agreement. “Termination Date” shall be the date on which either Party terminates this Agreement in accordance with the provisions hereof. The duration of this Agreement shall be referred to as the “Contractual Term” which shall be the period between Commencement Date and Termination Date.

  3. OBLIGATIONS OF PARTIES:

    1. OBLIGATIONS OF COMPANY:

      1. Company shall assist the Client to install the Application and shall register the business account of the Client on the Application (“Account”).

      2. Company shall provide all assistance in uploading all of Client’s business contents on the device of the Client (“Authorised Device”) which shall be required for Client to successfully operate its Business from the Application.

      3. Company shall also give complete and thorough knowledge of the use of the Application to the Client.

      4. Company shall from time to time assist the Client with all technical issues of the Client and shall provide ongoing support to the Client from time to time as may be practically possible.

    2. OBLIGATION OF CLIENT:

      1. Client shall use the Application only for legitimate and legal purposes in accordance with the laws of Maharashtra and India.

      2. Client shall comply with the terms of this Agreement and the T&C of Xirify.

      3. Client shall comply with all obligations under laws as applicable to the Client for operating the business. For example: Clients shall not sell prohibited goods from the Application. Client shall also not sell otherwise permitted goods to individual who are legally not permitted to purchase the same.

      4. At all times, clients need to put Xirify QR code displayed in their shop and invite their consumers to the xirify platform.

      5. Where applicable, rates should be visible to customers so that it is easy and transparent for customers to place orders.

  4. PAYMENT TERMS:

    Initially free for 3 months starting from the date of on-boarding.

  5. RESTRICTIONS ON USE:

    1. Client shall not:

      1. decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application or make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application;

      2. violate any applicable laws, rules or regulations in connection with Client’s access to the Application;

      3. remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, suppliers or the licensors of the Application;

      4. use the Application or any part thereof for any revenue generating endeavour, commercial enterprise or any other purpose for which it is not designed or intended;

      5. use the Application or part thereof for creating a product, service or software that is, directly or indirectly competitive with or in any way a substitute for any services, product or software offered by Company;

      6. use the Application to send automated queries to any website or to send any unsolicited commercial email(s); or

      7. use any proprietary information or interfaces of Company or other intellectual property of the Application in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application.

    2. Client shall not upload on the Application or provide to the Company, for any purpose, any content which is:

      1. protected by copyright, trademark, trade secret, patent or any other intellectual property right or laws unless the Client has written permission/authority to deal with the same; or

      2. defamatory, trade libellous, unlawfully threatening or harassing, pornographic, obscene or harmful to minors; or

      3. violative of any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising; or

      4. not fully proofed by Client (or its authorised representative as the case may be) personally;

      5. infected with or contains any virus, worms, trojan or any other software intended to damage or alter an application or data including collecting data therefrom.

  6. RIGHTS IN INTELLECTUAL PROPERTY AND MATERIALS:

    1. Company owns all copyrights, trademarks, domains, logos, trade secrets, patents, and other intellectual property rights (“IP Rights”) associated with the Application, all supporting softwares and the Xirify website (collectively referred to as the “Platform”). Client shall not use Company’s IP rights without the express permission of the Company.

    2. In order to operate and provide services through the Application, Client grants to the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that Client uploads, submits, stores, sends, or receives on or through the Application. The rights granted by the Client in this license are for the limited purpose of operating and providing the services under the Application (and otherwise as described in Xirify’s Privacy Policy).

    3. Company also grants the Client a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Application during the subsistence of this Agreement and subject to and in accordance with Xirify’s T&C. This license is for the sole purpose of enabling Client to use the Application, in the manner permitted by Xirify’s T&C. No licenses or rights are granted to Client by implication or otherwise, except for the licenses and rights expressly granted to the Client.

    Client agrees that Client shall not remove, modify or alter any of Company’s or Xirify’s copyright, trademark or other proprietary notice from any part of the Application, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Appliance Setup Wizard dialogue or ‘about’ boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or dynamically or otherwise created by Supplier.

  7. INDEMNIFICATION:

    Client indemnifies and agrees to keep indemnified and defend and hold harmless the Company, its affiliates and their officers and employees against all claims, demands, actions, loss, damage, suits, proceedings, etc. that the Company may sustain and/or suffer, provided such claim, loss, damage, suit or proceeding arises in connection with and/or in relation to:

    1. non–compliance (statutory/legal) of applicable laws which the Client is required to comply with while operating its Business from the Application;

    2. negligence, misrepresentation, default, violation, contravention or material breaches of this Agreement or Xirify T&C including but not limited to breach of IP Rights or use of third party’s intellectual properties without requisite approval of such third party.

  8. TERMINATION:

    1. Either Party shall, during the Contractual Term of the Agreement, have the right to terminate this Agreement by giving to the other Party, a prior written notice of 30 days (“Notice”) on the registered postal address or on the registered email account of the other Party, expressing such termination, which termination shall become effective on the 30th day from receipt of Notice by the other Party.

    2. Company may in certain circumstances, suspend or terminate this agreement immediately, if in the sole discretion of the Company:

      1. Client has materially breached the Agreement, the T&C of Xirify and/or exposed the Company to liability towards a third party;

      2. Client’s account is used for deceptive or fraudulent or illegal activities;

      3. Client’s use of the Application has harmed or may harm, other users of or sellers on the Application or the Company’s interests;

      4. Client is attempting to reverse engineer or hack the software of the Application.

    3. Upon termination of this Agreement, all arrangements, understanding and agreements incorporated in this Agreement shall cease to exist unless extended by the Parties by mutual agreement. Clauses relating to Restrictions on Use (Clause 5), Rights in Intellectual Property and Materials (Clause 6), Indemnification (Clause 7), Dispute Resolution (Clause 12), Limitation of Liability (Clause 10) and this Clause 10 shall survive termination of this Agreement.

    4. Upon termination, Client shall continue to be responsible for performing all of Client’s obligations in connection with transactions entered into before termination and for any liabilities that have accrued before or as a result of termination.

  9. WARRANTIES AND DISCLAIMERS:

    1. Company does not guarantee that the Application will perform error free or uninterrupted or that Company will correct all Application errors. Except as set forth herein, no other warranty with respect to the application is made by Company and Company expressly disclaim any and all other warranties, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, data accuracy, integrity and noninfringement.

    2. Company has informed the Client and Client acknowledges that Xirify is an interactive platform between the Client and its customers. Company does not take any responsibility as regards the behaviour or actions of the Client’s customer on Xirify and expressly clarifies that Company or its affiliates shall not be responsible for any act or omission on the part of the Client’s customers and shall not be liable to make good any loss, harm, injure, damage, suit or proceeding that Client may suffer on account of interaction with its customers on the Platform.

  10. LIMITATION OF LIABILITY:

    Company will not be liable to the Client for any lost profits or consequential, special, punitive, indirect, or incidental damages or lost / incorrect data arising out of the use or inability to use the Application or relating to, arising out of, or in any way in connection with this Agreement and Xirify’s T&C, even if Company has been advised of the possibility of such damages. The foregoing disclaimer will apply to the maximum extent permitted by applicable law. In no case shall Company’s liability exceed the purchase price for the Application. The disclaimers and limitations set forth above will apply regardless of whether Client accepts the Application or not.

  11. RELATIONSHIP BETWEEN PARTIES:

    It is intended that the Parties shall function as independent business firms conducting their own business at their own risk and no party shall have, or hold itself out as having, the right or authority to assume or create any obligation or responsibility whether express or implied in respect of the other Party except as explicitly set forth herein.

  12. DISPUTE RESOLUTION & ARBITRATION:

    1. Any and all disputes or difference of opinion between the Parties arising out of or in connection with this Agreement or its performance (including the validity of this Agreement) shall, so far as is possible, be settled amicably between the Parties.

    2. If a certain dispute is not settled within a period of 60 days from the day it was communicated by one Party to the other, the following provisions shall apply.

    3. All or any such disputes and differences relating to or in connection with this Agreement or any interpretation hereof shall be referred to arbitration of a sole arbitrator appointed by the Parties mutually. The arbitration shall be governed in accordance with the provisions of the Arbitration and Conciliation Act, 1996 together with any enactment, amendment or modification thereto.

    4. The language of the Arbitration proceedings shall be in English. The venue and seat of the Arbitration shall be Pune. The governing laws for arbitration shall be the laws prevailing in India. The award passed by the Arbitrator shall be final and binding on the Parties.

    5. The provisions of this Agreement in general shall be governed by and construed/enforced under laws of India and for the purpose of enforcement of any of the rights under this Agreement or the award of the Arbitrator, the Courts in Pune alone shall have exclusive jurisdiction.

  13. MISCELLANEOUS:

    1. Credential: Client shall be solely responsible for protecting the credentials of the Application account. Company does not take responsibility nor shall it be responsible or liable to Client or any third party in the event Client’s Account, Client’s Business information, license to Company’s software product/Application, Client’s personal data or data on Authorised Device is accessed by third party or is misused in any manner whatsoever.

    2. Force Majeure: If either Party is unable to perform its obligations under this Agreement due to the occurrence of an event beyond its control (such as acts of God, War or War like situations including digital or proxy war, terrorist attacks, Riots, Bandhs, Fire, Government actions, Earthquakes, Cyclones, Typhoons and other natural calamities like epidemic or pandemic, etc.) or events beyond the control of the either Party, that Party will not be deemed to have defaulted under this Agreement. Each Party agrees to use all reasonable efforts to enable performance under this Agreement to continue. However, if the Force Majeure circumstances continues for a period beyond 30 (thirty) days then either Party shall be entitled to terminate this Agreement by giving to the other Party a written notice to that effect.

    3. Notice: Any notice required to be served upon either Party shall be sufficiently served if delivered to it on its registered email account mentioned below or by Registered A.D. Post or courier (with acknowledgement) at their respective addresses specified below or at any other address as may be notified by the Parties to each other in writing.