TERMS AND CONDITIONS
YOU MUST CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE USING ANY OF OUR SERVICES
2. LEGAL AGREEMENT
- 2.2 The Niyogin Terms constitute a binding and enforceable legal contract between Niyogin Fintech Limited and its affiliated companies and subsidiaries worldwide and you in relation to the use of any of the Niyogin Services.
3. ELIGIBILITY; AUTHORITY
- 3.1 This Niyogin Website and the Services are available only to users who can form legally binding contracts under applicable law. By using this Niyogin Website or the Services, you represent and warrant that you are: (i) at least 18 (eighteen) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred under the laws of India or other applicable jurisdiction from entering into contract or otherwise purchasing or receiving the Services.
4. USER ACCOUNT
- 4.1 In order to access and use the Niyogin Services, you must first register and create an account with Niyogin ("User Account"). You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.
- 4.2 If anyone other than yourself accesses your User Account and/or any of your User Platforms' settings, such person may perform any actions available to you (unless as specifically stated otherwise on the Niyogin Services), make changes to your User Platform(s) and/ or User Account, and accept any legal terms available therein, make various representations and warranties and more, and all such activities will be deemed to have occurred or been conducted for and on your behalf and in your name. "User Platform" shall mean an online website, UserWebsites and/ or platform created by User.
- 4.3 You covenant that you and the members of your organization shall be responsible for keeping the password used to log in to your User Account private key confidential and well protected and shall not reveal the same event to any person including Niyogin's employees and representatives. You would be responsible for and bound by any and all instructions given and/ or transactions carried out by you or by any members of your organization by using the User Account and password generated by you. Niyogin shall be entitled to rely upon all such communications made by you or by any person, including the members of your organization and act on such communication as though each such communication has been specifically authorised by you. Accordingly each such communication shall be final and binding on you.
- 4.4 You must provide accurate and complete information when registering your User Account and using the Niyogin Services. We strongly encourage you to provide your own (or your organisation's) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the User Account and/or User Content (as defined below) submitted to us.
- 4.5 You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your User Account. You shall have the ability to delete your User Account, either directly or through a request made to Niyogin.
- 4.6 In case of a dispute on User Account ownership, we reserve the right to block such User Account forthwith till such time as either of the disputing parties provides to Niyogin (i) a mutual consent letter signed by all the disputing parties agreeing to the ownership of the User Account by one or more of the parties; or (ii) an order of the court settling the dispute between the disputing parties.
5. OUR SERVICES
- 5.2 The Services provided by Niyogin shall include, without limitation, Domain Name Registration, Website Capability, E-Commerce Capability and Digital Tool Kits.
- 5.3 The Services are offered by Niyogin in several combinations or "Packages" or "Plans". All current specifications for these fees based and gratuitous Packages/ Plans can be found under https://businessbuilders.in/pricing.
- 5.4 Any Services provided by us may be discontinued at any time with or without prior notice. In such a case the User will not be entitled to claim any continuation save and except the unused portion of fees, if any, paid by the User to Niyogin for such Services.
- 5.5 In specific Service Packages, advertising may appear on the published Niyogin Website. The User shall not be entitled to revise, remove or conceal the placed advertising.
- 5.6 We shall have the right to employ the services of third parties in accordance with the respective legal provisions applicable to Niyogin for Service provision and in accordance with the commissioned data processing contract.
- 5.7 In order to expand its Service Package, Niyogin may offer third-party services that can be integrated into the UserWebsites. Type and scope of utilisation shall also be based on the respective general terms and conditions and the privacy statement of the third-party service provider to which we make separate reference. These third-party services shall be utilised at the risk of the User; Niyogin shall not be liable for any damages incurred through using services of third-party providers. Before third-party services are integrated/ linked, you should always check the privacy statement and terms and conditions of the relevant third-party service provider, as the integration may allow the third-party provider access to your personal data. For example, personal data that Niyogin transmits to a third-party account or a platform (e.g. a social media account) may in turn be transmitted to specific third parties, including the general public, depending on the data protection regulations of the account or platform.
- 5.8 Niyogin reserves the right to complement, extend, change, suspend, discontinue or improve the Services offered, in particular where such measures will improve the technological standard of the Services or are deemed necessary for preventing abuse. Such modifications may lead to changes in the appearance of the Niyogin Website. Niyogin shall only make such modifications that it deems reasonably acceptable for the User or if their implementation is required by law or technological advancement.
5.9 Domain name registration:
- 5.9.2 The User is responsible for providing correct and complete data regarding the domain name holder (registrant) and the administrative contact when registering the domain name. The technical contact in all cases will be Niyogin. Irrespective of the relevant registration terms and conditions, such data must include the name of the domain name holder, and physical mailing address, a valid email address and telephone number. If this information changes, the User must immediately inform Niyogin of these changes.
- 5.9.3 By submitting a request for registering or renewing your domain name, you represent and warrant or, as the case may be, shall be deemed to have represented and warranted that: (a) all information provided to register or renew the domain name (including all supporting documents, if any) is true, complete and correct, and is not misleading in any way, and the application is made in good faith; (b) you meet, and will continue to meet, the eligibility criteria prescribed in the Registry Policies for the applicable TLD for the duration of the domain name registration; (c) you have not previously submitted an application for the domain name with another registrar using the same eligibility criteria, and the other registrar has rejected the application (if applicable); (d) you acknowledge and agree that even if the domain name is accepted for registration, your entitlement to register the domain name may be challenged by others who claim to have an entitlement to the domain name; and (e) you acknowledge and agree that the registrar can cancel the registration of the domain name if any of the warranties required are found to be untrue, incomplete, incorrect or misleading.
- 5.9.4 Upon payment of the agreed fees, Niyogin will make the option available to register a domain name with the responsible registrar. However, Niyogin has no influence on the allocation of the chosen domain name by the relevant registrar/ organization. Therefore, Niyogin assumes no responsibility or liability that the requested domain names shall be allocated to the User and/or that allocated domain names are free of third-party rights, nor does Niyogin guarantee their continued existence. Any information provided by Niyogin regarding the availability of a domain name is based on the data provided by third parties and only refers to the information available at the time that information is requested. The domain shall only be deemed as being allocated to the User upon successful registration of the domain by the User and its subsequent entry into the database of the registrar.
- 5.9.5 Since Niyogin is merely acting as a reseller for the relevant registrar, you are required to enter into a domain registration agreement with the relevant registrar (which can be accessed at [-------][insert a link to such agreement.]) ("Customer Domain Registration Agreement") with the registrar for any registration services. Additionally, you may also be required to enter into any other agreements with registrar that the registrar deems necessary from time to time to provide the domain name registration to you. The registrar may contact you to enter into the Customer Domain Registration Agreement and any other such agreements pursuant to this section from time to time.
- 5.9.6 Please refer to ICANN's Registrants' Benefits and Responsibilities (currently available at http://www.icann.org/en/resources/registrars/registrant-rights/benefits). You may also please refer to ICANN's webpage detailing Registrant Educational Information (currently available at http://www.icann.org/en/resources/registrars/registrant-rights/educational).
- 5.9.7 Before applying for a domain name, the User will check that the domain name does not violate the rights of any third party or contravene existing legislation.
- 5.9.8 You acknowledge and agree that registration of a domain name does not create any proprietary right for you, the registrar, or any other person in the name used as a domain name or the domain name registration and that the entry of a domain name with the registrar shall not be construed as evidence or ownership of the domain name registered as a domain name.
- 5.9.9 You are not entitled to a free change of the requested domain name after registration with the relevant registrar. However, a new domain can be registered and connected to the Niyogin Website (for which a charge will be payable by you as applicable). Should a domain name, that has been applied for already, be allocated during the time required for forwarding the domain name request to the registrar, then the User shall be entitled to choose a different, available domain name. Where individual domains are cancelled by the User or are cancelled as a result of binding decisions resulting from domain name disputes, the User shall not be entitled to a free of charge, substitute domain name.
- 5.9.11 The User is obligated to notify Niyogin immediately should he/ she/ it lose the rights to a domain name registered to him/ her/ it.
- 5.9.12 In the event of third parties credibly asserting rights to a domain name, Niyogin reserves the right to block the corresponding domain name until the dispute/issue has been resolved. In the event of such a domain name blocking, the User is still obligated to perform its side of the associated contract (i.e. to render payment). The User shall agree to all measures that have to be taken by Niyogin in order to comply with court rulings and decisions. The User shall indemnify Niyogin from any third party claims, all resulting costs and negative consequences.
5.10 Website Capability:
- 5.10.1 You are allowed to create and manage your own user profile (Niyogin user accounts) for and in order to create, manage and modify your own website (hereinafter referred to as "UserWebsites" or "UserSites"). The Websites Service enables you to inter alia create, manage and/ or modify the design of your UserWebsite(s) as well as to upload and publish your own contents and/or operate an online store/ business.
- 5.10.2 Niyogin shall provide you pre-designed templates for your UserWebsite. You may either choose from one of the available templates or choose to create your own design. Niyogin can help you create a customised UserWebsite. Alternatively, you may choose to create the UserWebsite yourself.
- 5.10.3 The sample terms and conditions will be provided by Niyogin for reference purposes only. Use them at your own risk. Niyogin does not guarantee the legality of any phrasing or provisions offered or derived from these descriptions and suggestions. You should consult with your advisors to ensure your terms and conditions are sufficient to meet your needs, appropriate for your jurisdiction and are legally binding on Your customers.
- 5.10.4 Your obligations and representations and warranties:
- 18.104.22.168 You are responsible for ensuring your UserWebsite conforms to all applicable local, and international laws.
- 22.214.171.124 Backups. You are solely responsible to save and backup your UserWebsite and any of your User Content and all data or information sent or received using the Website Services.
- 126.96.36.199 You represent and warrant that you have all necessary rights, title and interest in User Content, or possess the necessary rights and consents to permit the User Content to be sent or received using the Website Services.
- 188.8.131.52 All User Content you upload into UserWebsite may be immediately available. User Content may be cached for up to 1 (one) year and deleting User Content from UserWebsite does not remove cached versions of the User Content.
- 184.108.40.206 By uploading User Content for your UserWebsite, you grant Niyogin an unrestricted license to use the User Content for the purpose of providing the Website Services, and to display screenshots of any UserWebsite created using Website Services, in marketing materials, or in other manners as determined by Niyogin in its sole and absolute discretion.
- 220.127.116.11 Storage and Security. You are responsible for maintaining your UserWebsite and all your User Content. You will be solely responsible for undertaking measures to: (i) prevent any loss or damage to your User Content; (ii) maintain independent archival and backup copies of your User Content; and (iii) ensure the security, confidentiality and integrity of all your User Content transmitted through or stored on Niyogin's servers; and Niyogin servers and hosting services are not an archive and Niyogin will have no liability for loss, damage or destruction of any of your User Content.
5.11 E-commerce Capability:
- 5.11.1 General
- 18.104.22.168 The Niyogin Services provides you an option to create, manage and maintain an e-commerce portal ("E-Commerce") which allows you to carry out e-commerce activities including, without limitation:
a.add, access, manage and maintain a catalogue of products and/or services ("User Products") and present said catalogue on your UserWebsite;
b.engage in the selling of User Products;
c.arrange for the collection of payment including those related to applicable tax and shipping fees;
d.collect credit card and personal information for the purpose of conducting transactions; and
e.generate business reports related to E-Commerce business activity.
- 22.214.171.124 We are not a party to and are not liable for your E-Commerce in any manner whatsoever.
- 126.96.36.199 You are solely responsible for your User Products and E-Commerce related activities, any promotions and related User Content contained or referred to on your UserWebsite and compliance with any laws applicable thereto. We are merely providing the platform for you to manage your E-Commerce activities. We are not involved in your relationship and/or any transaction with any actual or potential buyer of your User Products.
- 188.8.131.52 You will be responsible for all your sales activities, including your relationships with customers.
- 184.108.40.206 You are responsible for collecting and managing all End User customer payments. Similarly, you are responsible for the payment of all applicable local or international taxes on User Products you sell through your E-Commerce activities. You may be subject to foreign tax obligations by selling to buyers internationally. You are solely responsible for complying with all domestic and foreign tax, shipping, and export laws with respect to the sale of your User Products to purchasers internationally.
- 220.127.116.11 Fulfilment and Delivery. You will be solely responsible for fulfilling and delivering User Products to your End Users/ consumers.
- 18.104.22.168 Claims And Warranties. You will be solely responsible for any claims or warranties you make in connection with your User Products and any claims made by End User/ consumers against you. Niyogin will not in any manner be liable or responsible for any such claims.
- 22.214.171.124 Customer Service. You will be solely responsible for handling any comments or complaints related to your E-Commerce, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information on your UserWebsite so that your End User/ consumers can submit comments or complaints to you.
- 126.96.36.199 Payment Aggregators: We have tied up with various payment aggregators for facilitating receipt of payment by you from your customers. You may also avail the services other payment aggregators recommended by Niyogin. You will enter into separate arrangements with the payment gateway to manage payment collections and refunds from or to your customers. All liability arising out of or in relation to or pursuant to payments from or refunds to customers shall be solely to your account.
5.11.2 Logistic Providers
- 188.8.131.52 We have tied up with logistic service provider Shiprocket to provide logistic support to you in respect of your E-Commerce activities. Upon purchasing the E-Commerce functionality on the Niyogin Website, Niyogin will connect you with Shiprocket to provide you logistic support to facilitate delivery of User Products to your End User/ consumers. Such service shall be governed by such logistic providers' terms of service, which you are expected to be aware of. We are neither a party to nor are responsible in any way for your relationship with any such logistic providers, or for the actions of any of these logistic providers. For the avoidance of doubt, you may choose to use the services of any other logistic service providers at your discretion.
- 184.108.40.206 If you wish to avail the services of Shiprocket or any other logistic service providers recommended by Niyogin, you will be required to create a sub-merchant account with Shiprocket or such other logistic service providers recommended by Niyogin. If you avail the services of Shiprocket or any other logistic service providers recommended by Niyogin, the onboarding process will take 2 (two) to 3 (three) business days for verification from Shiprocket or such other logistic service providers recommended by Niyogin, post which Shiprocket or the other logistic service providers recommended by Niyogin, will send you a notification. Once the onboarding process is completed, you will be required to maintain a wallet balance with Shiprocket or the other logistic service providers recommended by Niyogin, for placing any order for delivery of User Products ordered by a customer, and the requisite amount for the services in relation to delivery of such User Product will be deducted by Shiprocket or the other logistic service providers, as the case may be, from such wallet. Thereafter Shiprocket or the other logistic service providers recommended by Niyogin would collect the relevant User Products for delivery to the customer. Similarly, where there is a return request from a customer, the cost of return order will be deducted by Shiprocket or the other logistic service providers recommended by Niyogin from your wallet maintained with Shiprocket or the other logistic service providers, as the case may be.
- 220.127.116.11 Cash on delivery orders: In case of cash on delivery orders, Shiprocket or the other logistic service providers recommended by Niyogin would collect cash from the relevant customers and pay such amounts to you once a week through direct settlements to your bank accounts, after deducting their charges/ commission. Such remittance shall be made within a period of 15 (fifteen) business days from the end of the week during which the relevant amounts have been collected from the customers. For the avoidance of doubt, if the logistics service providers do not deposit the cash so collected into your bank account, we shall not be liable to make payment of any such amount to you.
- 18.104.22.168 Till the time your onboarding process with Shiprocket or the other logistic service providers recommended by Niyogin is not completed, you may use Niyogin's wallet with Shiprocket or the other logistic service providers recommended by Niyogin for making deliveries through such logistics service provider, or manage offline delivery using any other courier services/ logistics service provider. If you use Niyogin's wallet, Niyogin will pay COD remittances to you by crediting to your bank accounts, after deducting our charges/ commission, within 20 (twenty) days of receipt of remittance from Shiprocket or the other logistic service providers. If it clarified that if any logistics service provider does not deposit the cash so collected with us, we shall not be liable to make payment of any such amount to you.
- 22.214.171.124 The User is aware and agrees, acknowledges and confirms that, in providing logistic support services and services in relation to the cash on delivery orders as aforesaid, the logistics service providers are acting as your agents and not as agents of Niyogin. Accordingly, in case: (i) any orders or returns are not delivered by the logistics service providers to the customer or you, respectively, or (ii) any User Products are damaged in the course of delivery to any customer or return to you; or (iii) any cash collected by the logistics service providers from a customer are not settled to your bank account, then Niyogin will not under any circumstances be liable or responsible for any such action on the part of the logistics service providers and you shall not be entitled to make any claim against us in this regard.
5.11.3 E-Commerce Acknowledgments and Warranties
- 126.96.36.199 By using any of our E-Commerce features, you acknowledge, warrant and agree that:
(a)You shall be solely and fully responsible for all taxes and fees of any nature associated with your E-Commerce activities, including any Taxes related to the purchase or sale of the User Products, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your customers and provide them with a duly issued invoice as required by law;
(b)You shall be responsible for and bear all costs of procuring and delivering User Products in a safe and professional manner, consistent with industry standards;
(c)You are solely responsible for any and all statements and promises you make and for all assistance, warranty and support regarding the User Products, and shall provide true contact information on your UserWebsite for any questions, complaints or claims;
(d)You may not offer or sell any User Products, or provide any information, User Content or material regarding User Products, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export;
(e)Niyogin may, at any time and at its sole discretion, suspend, disable access to or remove your UserWebsite and/or any User Products - whether or not incorporated, published with or made a part of your UserWebsite at such time, without any liability to you or to any of your customers; and
(f)You shall post and make clearly available on the UserWebsite, terms or policies that may be required by applicable law, and you warrant that the UserWebsite, your E-Commerce activities and your conduct will comply with all applicable laws and regulations. You agree that we do not and will not provide any legal advice regarding such terms, policies or compliance.
5.12 Digital Tool Kits: The Digital Tool Kits Services include the following:
- 5.12.1 Money Front (Self Investment): If you need any assistance in relation to investment in your business, you may click on the Money Front tab. The Money Front team will get in touch with you and assist you in relation to investment in your business. You may avail of the services of such third party at your discretion and Niyogin shall not be held liable or responsible for any loss of any nature whatsoever suffered by you on availing the services of such third party.
- 188.8.131.52 Loan:
- 184.108.40.206 If you need any assistance in relation to any loans for your business or for any other purpose, you may click on the Avail Loan tab. Niyogin's concerned team will get in touch with you.
- 220.127.116.11 On the basis of your track record and other information received by Niyogin during the course of providing the Niyogin Services to you, Niyogin may grant you a pre-approved loan up to a certain limit. Such a limit would be available to you for a period of up to 1 (one) year. If you are desirous of availing of the pre-approved loan, you may click on the Avail Loan tab and Niyogin's concerned team will get in touch with you.
- 5.12.2 Bureau Report: You may make a request for obtaining your credit report/ score, which would, upon payment of the necessary fees by you, be provided by Niyogin from one of the two credit rating agencies - TransUnion CIBIL Limited or CRIF High Mark Credit Information Services Private Limited, or such other credit rating agencies as Niyogin may from time to time decide in its sole discretion. You hereby agree, undertake and confirm that Niyogin may use your credit report/ score for internal purposes, including for offering you other products and services offered by Niyogin. If you have an existing loan relationship with Niyogin, Niyogin shall, upon receipt of a request from you, provide you your credit report/ score once every 3 (three)months free of cost.
- 5.12.3 Smart CRM: If you subscribe to or avail the Niyogin Services, you will be provided access to a third party customer relationship management system/ services. You may avail of the services of such third party customer relationship management system/ services at your discretion.
- 5.12.4 Bank Analyzer: Niyogin provides personal financial management services ("PERFIOS"). For utilizing the PERFIOS, you would be required to share your banking transaction data with Niyogin and on the basis of such data, Niyogin shall generate a report analysing various aspect of your financial status. This report would help the User in tracking his/ her/ its financial status at any time, including all investment, expenses, etc.
The User is aware and agrees, acknowledges and confirms that, the PERFIOS is not and should not be construed or does not imply provision of any professional service or advice relating to the legal, financial or tax implications or any other financial matters. The PERFIOS is merely designed to help you organize your financial matters and aspects in a more organized and clear manner. Any professional advice or implications should be sought from your personal advisors and Niyogin shall not be held liable or responsible either for the report generated or analysis provided or for any loss of any nature whatsoever suffered by you by relying on such report/ analysis.
- 5.12.5 GST Report and Analysis: You may avail of this Service which would provide you a GST report based on various parameters, by analysing your GST data. For availing of this Service, you would be required to provide to Niyogin your GST number, password for your GST account with the GST Portal and the OTP received by you every time you wish to avail of this Service. You hereby provide your irrevocable and unconditional consent to Niyogin to access your GSTR account with GST Portal for providing this Service to you.
The User is aware and agrees, acknowledges and confirms that, the GST report and analysis provided by us is not and should not be construed or does not imply provision of any professional service or advice relating to the legal, financial or tax implications or any other financial matters. This Service is merely designed to help you organize your financial matters and aspects in a more organized and clear manner. Any professional advice or implications should be sought from your personal advisors and Niyogin shall not be held liable or responsible either for the report generated or analysis provided or for any loss of any nature whatsoever suffered by you by relying on such report/ analysis.
- 5.12.6 PO & Invoicing Services: If you subscribe to or avail of the PO & Invoicing Services, you would be able to register and generate purchase orders and invoices through your UserWebsite for your business by registering your vendors and customers. Please note that all purchase orders and invoices raised would be based on the data provided/ input by you and Niyogin will not be liable or responsible for any errors on account of incorrect data provided by you.
6. OPTIONAL TOOLS
- 6.1 We may provide you with access to third-party tools which we neither monitor nor have any visibility or control over.
- 6.2 You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations or conditions of any kind whatsoever, express or implied, and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
- 6.3 Any use by you of optional tools offered through the Niyogin Website is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
- 6.4 We may also, in the future, offer new services and/or features through the Niyogin Website (including, the release of new tools and resources). Such new features and/or services shall also be subject to Niyogin Terms.
7. USER CONTENT
- 7.1 You confirm you own all rights in and to any content uploaded or provided or uploaded by you, on your UserWebsite ("User Content"), including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, information you provide for the purpose of creating a subdomain name, text, literary works and any other materials ("Content"), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally access to, import, copy, use, publish, transfer or license such User Content, by you.
- 7.2 You have (and will maintain) the full power, title, licenses, consents and authority to allow Niyogin Services to access your UserWebsite for the purpose of importing, copying, displaying, uploading, transmitting and/or otherwise using, your User Content.
- 7.3 The User Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which you or your UserWebsite's visitors and users ("End Users") reside, or for Niyogin and/or your End Users to access, import, copy, upload, use or possess in connection with the Niyogin Services.
- 7.4 You have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto.
8. POSITIVE COVENANT
- 8.1 You undertake and agree to:
- 8.1.1 fully comply with all applicable laws and any other contractual terms which govern your use of the Niyogin Services (and any related interaction or transaction), including those specific laws applicable to you or your End Users in any of your geographical locations;
- 8.1.2 be solely responsible and liable with respect to any of the uses of the Niyogin Services which occur under your User Account and/or UserWebsite(s), and for any of your User Content (including for any consequences of accessing, importing, uploading, copying, using or publishing such User Content on or with respect to the Niyogin Services);
- 8.1.3 regularly and independently save and backup any of your User Content and the information that is being processed by you regarding your UserWebsite, including with respect to End Users, User Products, and any applications and/or third party services used by you;
- 8.1.4 receive from time to time promotional messages and materials from Niyogin or its partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices, please notify us at any time;
- 8.1.5 allow Niyogin to use in perpetuity, worldwide and free of charge, any version of your UserWebsite (or any part thereof) for any of Niyogin's marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against Niyogin or anyone on its behalf relating to any past, present or future moral rights, artists' rights, or any other similar rights worldwide that you may have in or to your UserWebsite with respect to such limited permitted uses;
- 8.1.6 Niyogin's sole discretion as to the means, manner, and method for performing the Niyogin Services, including those regarding the hosting, transmission, publication and/or display of any UserWebsite(s) and/or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto); or
- 8.1.7 Niyogin's right to offer the Niyogin Services in alternative price plans and impose different restrictions as for the upload, storage, download and use of the Niyogin Services in each price plan, including, without limitation, restrictions on network traffic and bandwidth, size and/or length of Content, quality and/or format of Content, sources of Content, volume of download time, number of subscribers to your Content, etc.
9. NEGATIVE COVENANT
- 9.1 You agree and undertake not to:
- 9.1.2 submit, transmit or display any User Content, or use Licensed Content in a context, which may be deemed as defamatory, libellous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Niyogin or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
- 9.1.3 promote, encourage or engage in the exploitation of children, or any activity related to the proliferation of child sexual abuse material;
- 9.1.4 promote, encourage or engage in terrorism, violence against people, animals, or property;
- 9.1.5 phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law;
- 9.1.6 upload, insert, collect or otherwise make available within the Niyogin Website or the Niyogin Services (or any part thereof), any malicious, unlawful, defamatory or obscene Content;
- 9.1.7 publish and/or make any use of the Niyogin Services or Licensed Content on any website, media, network or system other than those provided by Niyogin, and/or frame, "deep link", "page scrape", mirror and/or create a browser or border environment around any of the Niyogin Services, Licensed Content and/or UserWebsite (or any part thereof), except as expressly permitted by Niyogin, in advance and in writing;
- 9.1.8 use any "robot", "spider" or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Niyogin Services (or its data and/or Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the Niyogin Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Niyogin Services;
- 9.1.9 act in a manner which might be perceived as damaging to Niyogin's reputation and goodwill or which may bring Niyogin into disrepute or harm;
- 9.1.10 purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Niyogin and/or variations and misspellings thereof;
- 9.1.11 impersonate any person or entity or provide false information on the Niyogin Services and/or UserWebsite, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Niyogin and/or any End Users;
- 9.1.12 falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Niyogin or any third party endorses you, your UserWebsite, your business, your User Products, or any statement you make;
- 9.1.13 reverse look-up, trace, or seek to trace another User of Niyogin Services, or otherwise interfere with or violate any other User's right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Niyogin Services and/or UserWebsite without their express and informed consent;
- 9.1.14 disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Niyogin Services, UserWebsite, the account of another User, or any other systems or networks connected to the Niyogin Services, by hacking, password mining, or other illegitimate or prohibited means;
- 9.1.15 upload to the Niyogin Services and/or UserWebsite or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- 9.1.16 use any of the Niyogin Services and/or UserWebsite in connection with any form of spam, unsolicited mail, fraud, scam, phishing, "chain letters", "pyramid schemes" or similar conduct, or otherwise engage in unethical marketing or advertising;
- 9.1.18 violate, attempt to violate, or otherwise fail to comply with any of the Niyogin's Terms or any laws or requirements applicable to your use of the Niyogin Services; or
- 9.1.19 access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.
- You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you, with or without further notice to you, and without any refund of amounts paid on account of any such Services.
10. SERVICE FEES
- 10.1 Paid Services
- 10.1.1 The use of Niyogin Services may be subject to payment of particular fees, as determined by Niyogin in its sole discretion ("Paid Services" and/ or "Fee(s)", respectively). Niyogin will provide notice of such Fees then in effect in relation to such Paid Services. If you wish to receive or use such Paid Services, you are required to pay all applicable Fees in advance.
- 10.1.2 Niyogin reserves the right to change the Fees charged by it for any Service at any time, upon notice to you if such change may affect your existing subscriptions.
- 10.1.3 All Fees shall be deemed to be in INR (Indian Rupees), except as specifically stated otherwise in writing by Niyogin. To the extent permitted by law (and unless specified otherwise by Niyogin in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities ("Taxes"), and you shall be responsible for payment of all applicable Taxes relating to your use of the Niyogin Services, or to any payments or purchases made by you over and above the prescribed Fees. We recommend that you verify the existence of any additional fees you may be charged by any third parties in connection with the purchase of Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees or fees due to banks or credit card companies). Niyogin is not responsible for any such additional fees or costs.
- 10.1.4 Security: Please do not share your card details, login details etc. with our employees or officers to prevent/ avoid any fraudulent use of your credit/ debit and internet banking accounts. Any card information provided on the website is completely secure. We take reasonable measures to ensure that every profiles' identity and payment details are highly protected.
- 10.2 Invoices
- 10.2.1 Niyogin and/or its affiliated companies will issue invoice or credit memo for any payment of Fees or refund made to or by Niyogin ("Invoice"). Each Invoice will be issued in electronic form and will be made available to you via your User Account and/or by e-mail. For the purpose of issuing the Invoice, you may be required to furnish certain information in order to comply with local laws. Please note that the Invoice presented in your User Account may be inadequate with your local law requirements, and in such case may be used for pro forma purposes only.
- 10.3 Subscription Renewals
- 10.3.1 Your subscription may be renewed either manually or automatically in the following manner:
(a)Manual Renewal: You can renew your subscription/ Services manually at any time before the expiry date by logging in into the User Account and paying the necessary renewal fees. In the event of failure by you to manually pay the renewal Fees owed by you before the expiry date of your subscription, we may in our sole discretion, suspend or cancel your User Account, without notice.
Auto Renewal: In order to ensure that you do not experience any interruption or loss of Services, the Paid Services may include an automatic renewal option by default, according to which, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the first period) ("Renewing Paid Services"). In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel your User Account, without further notice. If your Renewing Paid Service is subject to a yearly or multiple-year subscription period, Niyogin will endeavour to provide you a notice prior to the renewal of such Paid Service at least 30 (thirty) days in advance of the renewal date. If you wish to opt-out of auto-renewal, you may do so by visiting your User Account.
- 10.3.2 When automatic renewal functionality is live and applicable to your User Account, your card details will be stored securely by a trusted payment gateway.
- 10.3.3 Certain domains are subject to a different renewal policy. Notwithstanding anything to the contrary in the foregoing, you are and shall be solely responsible to verify and ensure the successful renewal of the Niyogin Services you use (whether or not such Niyogin Services are subject to automatic subscription renewals). Accordingly, you shall be solely responsible with respect to any discontinuation of any Niyogin Services previously purchased by you, including due to a cancellation, failure to charge the applicable recurring Fees, or due to any Niyogin Services not being subject to automatic subscription renewals. You acknowledge and agree that you shall not have any claims against Niyogin in relation to the discontinuation of any Niyogin Services or third party services, for whatever reason.
- 11.1 Cancellation by User
- 11.1.1 You may discontinue usage and request to cancel your User Account and/or any Niyogin Services at any time, in accordance with the instructions available on the Niyogin Website. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Niyogin Services.
- 11.1.2 Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least fourteen (14) days prior to the expiration of the then-current service period.
- 11.1.3 For more information about cancelling your Paid Services, please contact our customer service team.
- 11.2 Cancellation by Niyogin
- 11.2.1 Failure to comply with any of the Niyogin Terms and/or to pay any due Fee shall entitle Niyogin to suspend (until full payment is made) or cancel your User Account and UserWebsite (or certain features thereof), as well as the provision of any related Niyogin Services (e.g., Paid Services) or third party services to you. Niyogin shall not be liable for any loss suffered by you because of such suspension or cancellation.
- 11.3 Loss of Data, Content and Capacity
- 11.3.1 If your User Account or any Niyogin Services or third party services related to your User Account are cancelled (whether at your request or at Niyogin's discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content, End User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services ("Capacity Loss"). Niyogin shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, User Content or End User data. Please also note that additional Fees may be applicable for re-activation of a User Account and/or any Niyogin Services following their cancellation, as determined by Niyogin in its sole discretion.
12. THIRD PARTY SERVICES
- 12.1 The Niyogin Services enable you to engage and procure certain third party services, products and tools for enhancing your User Platform and your overall user experience, including, without limitation, third party applications offered via the Niyogin Website, logistic partners, third party Licensed Content, if any, media distribution services, E-Commerce payment providers, third party designers who may assist you with your UserWebsite, etc.
- 12.2 You acknowledge and agree that regardless of the manner in which such third party services may be offered to you (bundled or integrated within certain Niyogin Services, offered separately by Niyogin or persons certified or authorized by Niyogin, or otherwise offered anywhere on the Niyogin Services), Niyogin merely acts as an intermediary platform between you and such third party services, and does not in any way endorse any such third party services, or shall in any way be responsible or liable with respect thereto. Niyogin will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any third party services.
- 12.3 You acknowledge that such services may require payment of additional amounts to Niyogin and/or to the providers of such third-party services.
- 12.4 Any and all use of such third party services shall be done solely at your own risk and responsibility and may be subject to such legal and financial terms which govern such third party services, which you are encouraged to review before engaging with them.
- 12.6 While we hope to avoid such instances, Niyogin may, at any time and at its sole discretion, suspend, disable access to or remove from your User Account, UserWebsite and/or the Niyogin Services, any third party services, whether or not incorporated with or made part of your User Account and/or UserWebsite(s) at such time, without any liability to you or to any End Users.
13. WARRANTY DISCLAIMER
- 13.1 We provide the Niyogin Services on an "As Is", "with all faults" and "As Available" basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty - all to the fullest extent permitted by law. We specifically do not represent or warrant that the Niyogin Services (or any part, feature or Content thereof) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your (or your End Users') contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to you or your End Users (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service (including any third party services) mentioned on or made available via the Niyogin Services, hence please be sure to verify those before using or otherwise engaging them.
- 13.2 Niyogin may, at its sole discretion (however, it shall have no obligation to do so), screen, monitor and/or edit any UserWebsite and/or User Content, at any time and for any reason, with or without notice.
- 13.3 Notwithstanding anything to the contrary in the foregoing, in no circumstances may Niyogin be considered as a "publisher" of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the Niyogin Services, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, Niyogin shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter.
- 13.4 You acknowledge that there are risks in using the Niyogin Services and/or connecting and/or dealing with any third party services through or in connection with Niyogin Services, and that Niyogin cannot and does not guarantee any specific outcomes from such use and/or interactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such interactions. Such risks may include, among others, misrepresentation of information about and/or by third party services and/or Licensed Content, breach of warranty and/or contract, violation of rights, and any consequent claims.
- 13.5 Niyogin does not recommend the use of the Niyogin Services for hosting of personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.
- 13.6 We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
(i)which Users gain access to the Services;
(ii)what Content you access via the Services; or
(iii)how you may interpret or use the Content.
- 13.7 System Uptime: We will use commercially reasonable efforts to make the UserWebsite generally accessible to Users via the internet 24 (twenty-four) hours a day, 7 (seven) days a week less: (a) scheduled network, hardware or service maintenance; (b) a failure of the internet and/or the public switched telephone network, or (c) the occurrence of any event that is beyond our reasonable control (collectively, the "Excusable Downtime"). We will use all commercially reasonable efforts to make the UserWebsite available as per industry standards, excluding Excusable Downtime ("Uptime Commitment"). We shall take commercially reasonable actions to protect against threats that deny Service and thus reduce availability of the website or control by providing mechanisms to protect the transmission facilities, switching components, network management systems and other essential Service provider facilities from unauthorized denial-of service attacks, insider attacks, unauthorized or unexpected user actions, unauthorized intrusions, and other perceived threats.
- 13.8 Data Integrity: We shall maintain commercially reasonable and industry standard safeguards for data integrity of transmissions as received by or otherwise transmitted to us from Users or to or from the website; provided, however, that we shall not be responsible or have liability for data integrity beyond the original condition as received by or otherwise transmitted to us.
- 13.9 Internet Frauds: Niyogin shall adopt security measures as available in the industry from time to time. However, you acknowledge that the technology used including the Internet is susceptible to a number of frauds, misuse, hacking, virus, malicious, destructive or corrupting code, programme or macro which could affect Services. This could result in delays in the processing of instructions or failure in the processing of instructions and any other such failures and Niyogin shall not be responsible for the same.
- 13.10 Mistakes and Errors: You shall ensure that there are no mistakes and errors in the information and instructions given by you to Niyogin. You acknowledge and agree that in the event of any inaccuracy in any information and/ or instruction, there could be consequent erroneous actions on the part of Niyogin.
14.CONTENT AND OWNERSHIP
- 14.1 Your Intellectual Property
As between Niyogin and you, you shall own all intellectual property pertaining to your User Content and to any other materials created by you, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, interfaces, text and literary works. Niyogin does not claim ownership rights on your Content. For the sole purpose of granting you the Service, you know and agree that we will need to access, upload and/or copy your User Content to our platform, if required, including cloud services to make display adjustments, to duplicate for backup and perform any other technical actions and/or uses required to perform our services, as we deem fit.
- 14.2 Niyogin's Intellectual Property
- 14.2.1 All rights, title and interest in and to the Niyogin Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the "look and feel" of the Niyogin Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, "Intellectual Property"), and any derivations thereof, are owned by and/or licensed to Niyogin.
16.LIMITATION OF LIABILITY
- 16.1 To the fullest extent permitted by law, Niyogin, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (i) errors, mistakes, or inaccuracies of or in any content; (ii) any personal injury or property damage related to your use of the Niyogin Services; (iii) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (iv) any interruption or cessation of transmission to or from the Niyogin Services; (v) the use or display of any Content or User Content posted, emailed, transmitted, or otherwise made available via the Niyogin Services; (vi) events beyond the reasonable control of Niyogin, including any internet failures, equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, epidemic, pandemic, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (7) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of Niyogin Services.
- 16.3 You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Niyogin's Services to you, and such limitations will apply even if Niyogin has been advised of the possibility of such liabilities.
17.ERRORS, INACCURACIES AND OMISSIONS
- Occasionally there may be information on the Niyogin Website or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service, should be taken to indicate that all information in the Service has been modified or updated.
- 18.1 Changes and Updates
(b)You agree that Niyogin will not be liable to you or to any third party for any modification, suspension or discontinuance of those Niyogin Services.
(c)If any such changes involve the payment of additional Fees, we will provide you with a notice of such Fees prior to enabling such specific changes. If you fail or refuse to pay such Fees, we may (at our sole discretion) cancel your User Account, continue to support your then-current Niyogin Services without enabling such changes, or provide you with alternative Services.
- 18.2 Governing Law and Jurisdiction
(c)Subject to any applicable law, all disputes between you and Niyogin shall only be resolved on an individual basis and you shall not have the right to bring any claim against Niyogin as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).
- 18.3 Notices
We may provide you with notices in any of the following methods: (i) via the Niyogin Services, including by a banner or pop-up within the Niyogin Website, User Account or elsewhere; (ii) by e-mail, sent to the e-mail address you provided us; and/or (iii) through any other means, including any phone number or physical address you provided us. Niyogin's notice to you will be deemed received and effective within 24 (twenty four) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.
- 18.4 Relationship
- 18.5 Entire Agreement
- 18.6 Assignment
Niyogin may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Niyogin Services and/or Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Niyogin. Any attempted or actual assignment thereof without Niyogin's prior explicit and written consent will be null and void. In any event, an assignment or transfer shall not in itself grant either Niyogin or you the right to cancel any Niyogin Services or third party services then in effect.
- 18.7 Severability and Waivers
- 18.8 Interpretation
(a)Any heading, caption or section title contained herein, is provided only for convenience, and in no way defines or explains any section or provision hereof, or legally binds any of us in any way.
- 18.9 Force Majeure
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, internet failures, equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, epidemic, pandemic, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties.
- 18.10 Confidentiality and Disclosure
You hereby authorise the use of your confidential information by Niyogin and the transfer by Niyogin of any information relating to you to and between its branches, subsidiaries, representative offices, affiliates, representatives, auditors and agents and third parties selected by any of them, wherever situated, for confidential use in connection with the provision of the Services to you, or for statistical analysis, marketing additional services to you and data processing purposes, and further acknowledge that any such branch, subsidiary, representative office, affiliate, agent or third party shall be entitled to transfer any such information as required by any law, court, regulatory or legal process.
- 18.11 Customer Service Contact
To get in touch with our Customer Service - please use any of the options listed below:
(a)Go to [Niyogin Help Centre] which is available at: 1800 266 0266 or else use the Chatbot on the website.
(b)Send an email message to: firstname.lastname@example.org
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