| Terms Of Use |
CUSTOMER MASTER AGREEMENT
This Customer MASTER Agreement (hereinafter referred to as the
"Agreement") is made, entered into and executed on April 8, 2009
(hereinafter referred to as the "Effective Date")
BETWEEN: -
Applications 4 internet (hereinafter referred to as "Parent") AND you
(hereinafter referred to as "Customer"). If you are entering into this
agreement on behalf of a company or other legal entity, you represent
that you have the authority to bind such entity to these terms and
conditions, in which case the term "Customer" shall refer to such
entity.
(The Parent and the Customer may be referred to individually as a
"Party" and collectively as the "Parties").
WHEREAS the Parent provides various Products and Services;
AND WHEREAS the Customer wishes to purchase Parent's Products and
Services
NOW, THEREFORE, for and in consideration of the mutual promises,
benefits and covenants contained herein and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, Parent and the Customer, intending to be legally bound,
hereby agree as follows:
1. DEFINITIONS
(1) "Advance Account" refers to the credit balance maintained by the
Customer with the Parent.
(2) "Business Day" refers to a working day between Mondays to Friday
excluding all Public Holidays.
(3) "Clear Balance" refers to credit in the Customer Advance Account
after deducting any accrued liabilities, Locked Funds and debited
amounts.
(4) "Confidential Information", as used in this Agreement shall mean all
data, information and materials including, without limitation, computer
software, data, information, databases, protocols, reference
implementation, documentation, functional and interface specifications,
provided by Parent to the Customer under this Agreement, whether
written, transmitted, oral, through the Parent Website or otherwise,
that is marked as Confidential.
(5) "Customer Contact Details" refers to the Contact Details of the
Customer as listed in the DFSERVICE Database
(6) "Customer Control Panel" refers to the set of Web-based interfaces
provided by the Parent and its Service Providers to the Customer which
allows him to Manage Orders
(7) "Customer Product Agreement Extension" refers to the latest version
of a Specific Customer Product Agreement Extension as posted in the
Customer Control Panel or on the Parent Website.
(8) "DFSERVICE" refers to the set of Servers, Software, Interfaces,
Parent Products and API that is provided for use directly or indirectly
under this Agreement by the Parent and/or its Service Providers.
(9) "DFSERVICE Database" is the collection of data elements stored on
the DFSERVICE Servers.
(10) "DFSERVICE Servers" refer to Machines / Servers that Parent or its
Service Providers maintain to fulfill services and operations of the
DFSERVICE
(11) "DFSERVICE User" refers to the Customer and any Agent, Employee,
Contractee of the Customer or any other Legal Entity, that has been
provided access to the "DFSERVICE" by the Customer, directly or
indirectly.
(12) "Order" refers to a Parent Product purchased by the Customer having
a unique Order ID in the DFSERVICE Database.
(13) "Parent Products" refer to all Products and Services of Parent
which it has provided/rendered/sold, or is providing/rendering/selling.
(14) "Parent Servers" refer to web servers, Mailing List Servers,
Database Servers, DFSERVICE Servers and any other Machines / Servers
that Parent or its Service Providers Operate, for the DFSERVICE, the
Parent Website, the Parent Mailing Lists, Parent Products and any other
operations required to fulfill services and operations of Parent.
(15) "Parent Website" refers to cp.DesertFox.org
(16) "Service Providers" refers individually and collectively to any
Artificial Juridical Persons, Company, Concern, Corporation, Enterprise,
Firm, Individual, Institute, Institution, Organization, Person, Society,
Trust or any other Legal Entity that Parent or its Service Providers
(recursively) may, directly or indirectly, Engage / Employ / Outsource /
Contract for the fulfillment / provision / purchase of Parent Products,
DFSERVICE, and any other services and operations of Parent.
2. CUSTOMER PRODUCT AGREEMENT EXTENSIONS
(1) The Customer may purchase various Parent Products in the course of
their relationship with Parent under this agreement. by submitting to
Parent, in a form and manner prescribed by Parent, one or more Customer
Product Agreement Extensions, which shall then be included as a part of
this Agreement.
(2) Any conflicting definitions, terms and conditions in a Customer
Product Agreement Extension shall take precedence over the same
definition, terms and conditions in this Agreement, and shall be applied
only to that Customer Product Agreement Extension.
3. OBLIGATIONS OF PARENT
Parent shall make available the latest versions of this Agreement and
Customer Product Agreement Extensions in the Customer Control Panel or
on the Parent Website.
4. OBLIGATIONS OF THE CUSTOMER
(1) The Customer acknowledges that in the event of any dispute and/or
discrepancy concerning any data element of an Order or the Customer in
the DFSERVICE Database, the data element in the DFSERVICE Database
records shall prevail.
(2) The Customer acknowledges that all information of the Customer in
the DFSERVICE, including authentication information is accessible to
Parent and its Service Providers
(3) The Customer shall comply with all terms or conditions established
by Parent and/or its Service Providers from time to time.
(4) The Customer agree to provide, maintain and update, current,
complete and accurate information for all the data elements about the
Customer in the DFSERVICE Database.
(5) Customer acknowledges that Parent Products maybe obtained through
Service Providers, and as such, changes in structure, or contracts may
occur, and as a result services may be adversely affected. Customer
acknowledges and agrees that Parent shall not have any liability
associated with any such.
(6) During the term of this Agreement and for three years thereafter,
the Customer shall maintain the following records relating to its
dealings with Parent and their Agents or Authorized Representatives: -
(1) In electronic, paper or microfilm form, all written communications
with respect to Parent Products.
(2) In electronic form, records of the accounts of all, current / past
Orders with the Customer, including dates and amounts of all payments,
discount, credits and refunds.
The Customer shall make these records available for inspection by Parent
upon reasonable notice not exceeding 14 days.
5. REPRESENTATIONS AND WARRANTIES
Parent and Customer represent and warrant that: -
(1) they have all requisite power and authority to execute, deliver and
perform their obligations under this Agreement;
(2) This Agreement has been duly and validly executed and delivered and
constitutes a legal, valid and binding obligation, enforceable against
the Reseller and Parent in accordance with its terms;
(3) The execution, delivery, and performance of this Agreement and the
consummation by Parent and the Reseller of the transactions contemplated
hereby will not, with or without the giving of notice, the lapse of
time, or both, conflict with or violate: -
(1) any provision of law, rule, or regulation;
(2) any order, judgment, or decree;
(3) any provision of corporate by-laws or other documents; or
(4) any agreement or other instrument.
(4) the execution, performance and delivery of this Agreement has been
duly authorized by the Customer and Parent;
(5) No consent, approval, or authorization of, or exemption by, or
filing with, any governmental authority or any third party is required
to be obtained or made in connection with the execution, delivery, and
performance of this Agreement or the taking of any other action
contemplated hereby;
The Customer represents and warrants that:
(1) the Customer has read and understood every clause of this Agreement
(2) the Customer has independently evaluated the desirability of the
service and is not relying on any representation agreement, guarantee or
statement other than as set forth in this agreement; and
(3) the Customer is eligible, to enter into this Contract according to
the laws of his country
6. RIGHTS OF PARENT AND SERVICE PROVIDERS
(1) Parent and Service Providers may change any information, including
Authentication Information of the Customer in the DFSERVICE Database
upon receiving authorization from the Customer in any form as maybe
prescribed by Parent from time to time.
(2) Parent and Service Providers may provide/send any information in the
DFSERVICE Database, about the Customer, including Authentication
information
(1) to the Customer Contact Details
(2) to any authorised representative, agent, contractee, employee of the
Customer upon receiving authorization in any form as maybe prescribed by
Parent from time to time
(3) to the Service Providers
(3) Parent and Service Providers in its own discretion can at any point
of time temporarily or permanently cease to sell a Parent Product
(4) Parent reserves the right to change pricing, minimum order levels,
and discounts, of any Parent Product , at any time.
(5) Parent and Service Providers, in their sole discretion, expressly
reserve the right to deny any Order or cancel an Order within 30 days of
processing the same. In such case Parent may refund the fees charged for
the Order, after deducting any processing charges for the same.
(6) Parent and Service Providers, in their sole discretion, without
notice, expressly reserve the right to modify, upgrade, freeze the
DFSERVICE, and its associated Services.
(7) Parent and Service Providers, in their sole discretion, expressly
reserve the right to without notice or refund, delete, suspend, deny,
cancel, modify, take ownership of or transfer any Order, or to delete,
Suspend, freeze, modify DFSERVICE Users' access to DFSERVICE, or to
modify, upgrade, suspend, freeze DFSERVICE, in order to recover any
Payment from the Customer for any service rendered by the Parent
including services rendered outside the scope of this agreement, or to
correct mistakes made by Parent or its Service Providers in processing
or executing an Order, or incase of any breach of this agreement, or
incase of violation of any Terms listed in all the Appendices, or incase
Parent learns of a possibility of breach or violation of this agreement
or its appendices which Parent in its sole discretion determines to be
appropriate, or incase of Termination of this agreement, or if Parent
learns of any such event which Parent reasonably determines would lead
to Termination of this Agreement or would constitute as Breach thereof,
or to protect the integrity and stability of the Parent Products and the
DFSERVICE, or to comply with any applicable laws, government rules or
requirements, requests of law enforcement, or in compliance with any
dispute resolution process, or in compliance with any agreements
executed by Parent, or to avoid any liability, civil or criminal, on the
part of Parent and/or Service Providers, as well as their affiliates,
subsidiaries, officers, directors and employees, or if the Customer
and/or its Agents or any other authorised representatives of the
Customer violate any applicable laws/government rules/usage policies,
including but not limited to, intellectual property, copyright, patent,
anti-spam, Phishing (identity theft), Pharming (DNS hijacking),
distribution of virus or malware, child pornography, using Fast Flux
techniques, running Botnet command and control, Hacking (illegal access
to another computer or network), network attacks, money laundering
schemes (Ponzi, Pyramid, Money Mule, etc.), illegal pharmaceutical
distribution, or Parent learns of the possibility of any such violation,
or authorisation from the Customer in any manner that Parent deems
satisfactory, or for any appropriate reason. The Customer agrees that
Parent and Service Providers, and the contractors, employees, directors,
officers, representatives, agents and affiliates, of Parent and Service
Providers, are not liable for loss or damages that may result from any
of the above.
(8) Incase of Orders involving web services, Parent and Service
Providers can choose to redirect any Order to any IP Address including,
without limitation, to an IP address which hosts a parking page or a
commercial search engine for the purpose of monetization, if an Order
has expired, or is suspended, or does not contain valid information to
direct it to any destination. Customer acknowledges that Parent and
Service Providers cannot and do not check to see whether such a
redirection, infringes any legal rights including but not limited to
intellectual property rights, privacy rights, trademark rights, of
Customer, or that the content displayed due to such redirection is
inappropriate, or in violation of any federal, state or local rule,
regulation or law, or injurious to Customer or any third party, or their
reputation and as such is not responsible for any damages caused
directly or indirectly as a result of such redirection.
(9) Parent has the right to rectify any mistakes in the data in the
DFSERVICE Database with retrospective effect.
7. TERM OF AGREEMENT AND RENEWAL
The term of this Agreement shall be 1 (ONE) YEAR from the Effective Date
and will automatically renew for successive 1 (ONE) YEAR Renewal Term
(hereinafter referred to each a "Renewal Term" and cumulatively the
"Term"). The Term shall continue until the earlier to occur of the
following:
(1) the Agreement is terminated as provided for in Section 8
(TERMINATION OF AGREEMENT); and
(2) The Customer elects not to renew at the end of the Initial Term or
any Renewal Term.
8. TERMINATION OF AGREEMENT
(1) Either Party may terminate this Agreement and/or any Customer
Product Agreement Extension at any time by
(1) giving a 30 (Thirty) days written notice of termination delivered as
per Section 24 (NOTICE).
(2) With immediate effect, if the other Party is adjudged insolvent or
bankrupt, or if proceedings are instituted by or against a Party seeking
relief, reorganization or arrangement or compromise or settlement under
any laws relating to insolvency, or seeking any assignment for the
benefit of creditors, or seeking the appointment of a receiver,
liquidator or trustee of a Party's property or assets or the
liquidation, dissolution or winding up of a Party's Business.
(2) Parent may Terminate this Agreement and/or any Customer Product
Agreement Extension by notifying the Customer in writing, as of the date
specified in such notice of termination under the following
circumstances
(1) In the event that the Customer or an Agent / Employee / Authorized
Representative of the Customer materially breaches any term of this
Agreement and/or any Customer Product Agreement Extension, including any
of its representations, warranties, covenants and agreements hereunder
(2) There was a material misrepresentation and/or material inaccuracy,
and/or materially misleading statement in Customer's Application to
Parent and/or any material accompanying the application.
(3) With immediate effect if : -
(1) the Customer is convicted of a felony or other serious offense
related to financial activities, or is judged by a court to have
committed fraud or breach of fiduciary duty, or is the subject of a
judicial determination that Parent reasonably deems as the substantive
equivalent of any of these; or
(2) the Customer is disciplined by the government of its domicile for
conduct involving dishonesty or misuse of funds of others.
(3) as provided for in Appendix 'A' and Appendix 'C'
(4) if Any officer or director of the Customer is convicted of a felony
or of a misdemeanor related to financial activities, or is judged by a
court to have committed fraud or breach of fiduciary duty, or is the
subject of a judicial determination that Parent deems as the substantive
equivalent of any of these;
(3) Customer may Terminate this Agreement and/or any Customer Product
Agreement Extension by notifying Parent in writing, as of the date of
receipt of such notice, in the event that the Customer does not agree
with any revision to the Agreement or any Customer Product Agreement
Extension made as per Section 14 (RIGHT TO SUBSTITUTE UPDATED AGREEMENT
AND Customer Product Agreement EXTENSIONS) within 30 days of such
revision.
(4) Any Product Agreement Extension shall terminate with immediate
effect in the event that
(1) Parent ceases to sell the particular Parent Product covered under
that Product Agreement Extension
(2) Parents contract with Service Provider for the particular Parent
Product terminates or expires without renewal
(5) Effect of Termination of this Agreement
(1) Parent shall suspend all DFSERVICE Users' access to the DFSERVICE,
Parent Servers and all Parent Products and Services, under this
agreement and all Customer Product Agreement Extensions, immediately
upon receiving Termination notice from the Customer or upon learning of
any event, which Parent reasonably determines, would lead to Termination
of the Agreement.
(2) Upon expiration or termination of this Agreement, all Customer
Product Agreement Extensions signed by the Customer shall deemed to have
been Terminated with immediate effect
(3) Upon expiration or termination of this Agreement, Parent may
complete the processing of all Orders requested to be processed, in the
order that they were requested to be processed, by the Customer prior to
the date of such expiration or termination, provided that the Customer's
Advance Account with Parent has Clear Balance sufficient to carry out
these Orders. If Parent is unable to fulfill these Orders then the
charges levied to the Customer for these Orders will be reversed
(6) Effect of Termination of any Customer Product Agreement Extension
(1) Parent may suspend DFSERVICE Users' access to applicable Parent
Products and Services , and the DFSERVICE immediately upon receiving
Termination notice from the Customer or upon learning of any event,
which Parent reasonably determines, would lead to Termination of any
Customer Product Agreement Extension
(2) Upon expiration or termination of any Customer Product Agreement
Extension, Parent may complete the processing of all Orders, of that
Parent Product, in the order that they were requested to be processed,
by the Reseller prior to the date of such expiration or termination,
provided that Parent is in a position to fulfill these Orders, and the
Customer's Advance Account with Parent has Clear Balance sufficient to
carry out these Orders. If Parent is unable to fulfill these Orders then
the charges levied to the Customer for these Orders will be reversed
(3) Parent may transfer all Orders falling under the purview of the
specific Customer Product Agreement Extension to another Customer or
Parent.
(7) Any pending balance due from the Customer at the time of termination
of this Agreement or any Customer Product Agreement Extension will be
immediately payable.
(8) Neither Party shall be liable to the other for damages of any sort
resulting solely from terminating this Agreement or any Customer Product
Agreement Extension in accordance with its terms, unless specified
otherwise.The Customer however shall be liable for any damage arising
from any breach by it of this Agreement or any Customer Product
Agreement Extension.
9. FEES / RENEWAL
(1) Customer shall pay all applicable fees/advances as per the Payment
Terms and Conditions set out in Appendix 'C'
(2) Parent will charge a non-refundable fee for an Order unless stated
otherwise in any Product Agreement Extension. The applicable fees will
be displayed in the Customer Control Panel or on the Parent Website and
during the Ordering Process. Parent has the right to revise this pricing
at anytime. Any such revision or change will be binding and effective
immediately on posting of the revision in the Customer Control Panel or
on the Parent Website or on notification to the Customer via email to
the Customer.
(3) Customer acknowledges that it is the Customer's responsibility to
keep records and maintain reminders regarding the expiry of any Order.
As a convenience to the Customer, and not as a binding commitment, we
may notify the Customer of any expiring Orders, via an email message
sent to the contact information associated with the Customer in the
DFSERVICE database. Should renewal fees go unpaid for an Order, the
Order will expire.
(4) Customer acknowledges that after expiration of the term of an Order,
Customer has no rights on such Order, or any information associated with
such Order, and that ownership of such Order now passes on to Parent.
Parent and Service Providers may make any modifications to said Order or
any information associated with said Order. Parent and Service Providers
may intercept any network/communication requests to such Order and
process them in any manner in their sole discretion. Parent and Service
Providers may choose to monetize such requests in any fashion at their
sole discretion. Parent and Service Providers may choose to display any
appropriate message, and/or send any response to any user making a
network/communication request, for or concerning said Order. Parent and
Service Providers may choose to delete said Order at anytime after
expiry upon their sole discretion. Parent and Service Providers may
choose to transfer the ownership of the Order to any third party in
their sole discretion. Customer acknowledges that Parent and Service
Providers shall not liable to Customer or any third party for any action
performed under this clause.
(5) Parent at its sole discretion may allow the renewal of the Order
after Order expiry, and such renewal term will start as on the date of
expiry of the Order, unless otherwise specified. Such process may be
charged separately. Such renewal after the expiry of the Order may not
result in exact reinstatement of the Order in the same form as it was
prior to expiry.
(6) Parent makes no guarantees about the number of days, after deletion
of an Order, after which the same Order will once again become available
for purchase.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL PARENT OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD
PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF
REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS,
OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, EVEN IF PARENT AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
PARENT FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM,
BUT NOT LIMITED TO:
(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF
AUTHENTICATION INFORMATION;
(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;
(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS
INTERRUPTIONS;
(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA
MISS-DELIVERY;
(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS
IN ANY AND ALL INFORMATION OR PARENT PRODUCT(S) PROVIDED UNDER THIS
AGREEMENT;
(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.
If any legal action or other legal proceeding (including arbitration)
relating to the performance under this Agreement or the enforcement of
any provision of this Agreement is brought against Parent by the
Customer, then in no event will the liability of Parent exceed actual
amount paid to Parent by the Customer for the Order in question minus
direct expenses incurred with respect to that Order.
BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE
PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE
LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARENT RELATING TO
THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO PARENT BY THE CUSTOMER DURING
THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE
TO SUCH LIABILITY.
11. INDEMNIFICATION
(1) The Customer, at their own expense, will indemnify, defend and hold
harmless, Parent, Service Providers, and the contactors, employees,
directors, officers, representatives, agents and affiliates, of Parent,
and Service Providers, against any claim, suit, action, or other
proceeding brought against Parent or Service Providers based on or
arising from any claim or alleged claim, of third parties relating to or
arising under this Agreement, Parent Products provided hereunder or use
of the Parent Products, including without limitation:-
(1) infringement by either the Customer, or someone else using a Parent
Product with the Customer's computer, of any intellectual property or
other proprietary right of any person or entity
(2) arising out of any breach by the Customer of this Agreement.
(3) relating to or arising out of any Order or use of any Order
(4) relating to any action of Parent as permitted by this Agreement
(5) relating to any action of Parent carried out on behalf of Customer
as described in this Agreement
(2) Parent will not enter into any settlement or compromise of any such
indemnifiable claim without Customer's prior written consent, which
shall not be unreasonably withheld.
(3) The Customer will pay any and all costs, damages, and expenses,
including, but not limited to, actual attorneys' fees and costs awarded
against or otherwise incurred by Parent in connection with or arising
from any such indemnifiable claim, suit, action or proceeding.
12. INTELLECTUAL PROPERTY
Subject to the provisions of this Agreement, each Party will continue to
independently own his/her/its intellectual property, including all
patents, trademarks, trade names, domain names, service marks,
copyrights, trade secrets, proprietary processes and all other forms of
intellectual property. Any improvements to existing intellectual
property will continue to be owned by the Party already holding such
intellectual property.
Without limiting the generality of the foregoing, no commercial use
rights or any licenses under any patent, patent application, copyright,
trademark, know-how, trade secret, or any other intellectual proprietary
rights are granted by Parent to the Customer, or by any disclosure of
any Confidential Information to the Customer under this Agreement.
Customer shall further ensure that the Customer does not infringe any
intellectual property rights or other rights of any person or entity, or
does not publish any content that is libelous or illegal while using
services under this Agreement. Customer acknowledges that Parent cannot
and does not check to see whether any services or the use of the
services by the Reseller under this Agreement, infringes legal rights of
others.
13. OWNERSHIP AND USE OF DATA
(1) Customer agrees and acknowledges that Parent owns all data,
compilation, collective and similar rights, title and interests
worldwide in the DFSERVICE Database, and all information and derivative
works generated from the DFSERVICE Database.
(2) Parent and Service Providers and their designees/agents have the
right to backup, copy, publish, disclose, use, sell, modify, process
this data in any form and manner as maybe required for compliance of any
agreements executed by Parent or Service Providers, or in order to
fulfill services under this Agreement, or for any other appropriate
reason.
14. DELAYS OR OMISSIONS; WAIVERS
No failure on the part of any Party to exercise any power, right,
privilege or remedy under this Agreement, and no delay on the part of
any Party in exercising any power, right, privilege or remedy under this
Agreement, shall operate as a waiver of such power, right, privilege or
remedy; and no single or partial exercise or waiver of any such power,
right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy.
No Party shall be deemed to have waived any claim arising out of this
Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or
remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of such Party; and any such waiver shall not be
applicable or have any effect except in the specific instance in which
it is given.
No waiver of any of the provisions of this Agreement shall be deemed to
constitute a waiver of any other provision (whether or not similar), nor
shall such waiver constitute a waiver or continuing waiver unless
otherwise expressly provided in writing duly executed and delivered.
15. RIGHT TO SUBSTITUTE UPDATED AGREEMENT
(1) During the period of this Agreement, the Customer agrees that Parent
may: -
(1) revise the terms and conditions of this Agreement; and
(2) change the services provided under this Agreement
(2) Any such revision or change will be binding and effective
immediately on posting of the revision in the Customer Control Panel or
on the Parent Website
(3) The Customer agrees to review the Customer Control Panel and Parent
Website including the agreements, periodically, to be aware of any such
revisions
(4) If the Customer does not agree with any revision, the Customer may
terminate this Agreement according to Section 8(3) of this Agreement
(5) The Customer agrees that, continuing use of the services under this
Agreement following notice of any revision, will constitute as an
acceptance of any such revisions or changes
(6) The Customer shall execute, in a form and manner prescribed by
Parent, a supplementary agreement incorporating the amendments to or
revisions of the Agreement and/or Customer Product Agreement Extension
(7) The length of the term of the substituted agreement will be
calculated as if it is commenced on the date the original Agreement
began and the original Agreement will be deemed terminated.
(8) It will be the Customer's responsibility to communicate any changes
in the agreement and any obligations/duties covered by these changes to
the Customer's Agents / Employees / Authorised Representatives.
16. CONFIDENTIALITY
All Confidential Information shall be governed by the Confidentiality
Agreement as attached in Appendix 'B'.
17. PUBLICITY
The Customer shall not create, publish, distribute, or permit any
written / Oral / electronic material that makes reference to us or our
Service Providers or uses any of Parent's registered Trademarks /
Service Marks or our Service Providers' registered Trademarks / Service
Marks without first submitting such material to us and our Service
Providers and receiving prior written consent.
The Customer gives Parent the right to recommend / suggest the
Customer's name and details to Customers / Visitors to the Parent
Website, and Prospective Customers and use the Customer's name in
marketing / promotional material with regards to Parent Products.
18. TAXES
The Customer shall be responsible for sales tax, consumption tax,
transfer duty, custom duty, octroi duty, excise duty, income tax, and
all other taxes and duties, whether international, national, state or
local, however designated, which are levied or imposed or may be levied
or imposed, with respect to this Agreement and the Parent Products.
19. FORCE MAJEURE
Neither party shall be liable to the other for any loss or damage
resulting from any cause beyond its reasonable control (a "Force Majeure
Event") including, but not limited to, insurrection or civil disorder,
riot, war or military operations, national or local emergency, acts or
directives or omissions of government or other competent authority,
compliance with any statutory obligation or executive order, strike,
lock-out, work stoppage, industrial disputes of any kind (whether or not
involving either party's employees), any Act of God, fire, lightning,
explosion, flood, earthquake, eruption of volcano, storm, subsidence,
weather of exceptional severity, equipment or facilities breakages /
shortages which are being experienced by providers of telecommunications
services generally, or other similar force beyond such Party's
reasonable control, and acts or omissions of persons for whom neither
party is responsible. Upon occurrence of a Force Majeure Event and to
the extent such occurrence interferes with either party's performance of
this Agreement, such party shall be excused from performance of its
obligations (other than payment obligations) during the first three
months of such interference, provided that such party uses best efforts
to avoid or remove such causes of non performance as soon as possible.
20. ASSIGNMENT / SUBLICENSE
Except as otherwise expressly provided herein, the provisions of this
Agreement shall inure to the benefit of and be binding upon, the
successors and assigns of the Parties. The Customer shall not assign,
sublicense or transfer its rights or obligations under this Agreement to
any third person(s)/party without the prior written consent of the
Parent.
21. CUSTOMER - CUSTOMER TRANSFER
(1) Parent may transfer the Order of the Customer to another Person,
Organisation or any other Legal entity under the following
circumstances: -
(1) Authorization from the Customer and/or their Agent or Authorized
Representative in a manner prescribed by Parent from time to time;
(2) On receiving orders from a competent Court, Law Enforcement Agency,
or recognized Regulatory body;
(3) Breach of Contract;
(4) Termination of this Agreement;
(5) Parent learns of any such event, which Parent reasonably determines
would lead to Termination of this Agreement, or would constitute as
Breach thereof.
(2) In the above circumstances the Customer shall extend full
cooperation to Parent in transferring the Order of the Customer.
22. DISCLAIMER
THE DFSERVICE, PARENT SERVERS AND ANY OTHER SOFTWARE / API /
SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON "AS
IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.
PARENT AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF
THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.
PARENT AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE
LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER
EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF,
DFSERVICE OR BY ACCESSING PARENT SERVERS. WITHOUT LIMITING THE
FOREGOING, PARENT AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR
GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH
DFSERVICE OR PARENT SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS,
TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR
(B) THE INFORMATION AVAILABLE ON OR THROUGH THE DFSERVICE/PARENT SERVERS
WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME
INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES
PERFORMED BY PARENT AND SERVICE PROVIDERS WILL BE SECURE, TIMELY,
UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE DFSERVICE WILL BE
CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE
IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR
(F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS
FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR
ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER
PARENT AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS
TO THE SUITABILITY OF THE INFORMATION AVAILABLE OR WITH RESPECT TO ITS
LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS,
ACCURACY OR RELIABILITY. PARENT AND SERVICE PROVIDERS DO NOT ENDORSE,
VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME
JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE
FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.
FURTHERMORE, PARENT NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE DFSERVICE, DFSERVICE SERVERS,
PARENT WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION /
DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE.
23. JURISDICTION & ATTORNEY'S FEES
This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of the Country, State and City where Parent is
incorporated, applicable therein without reference to rules governing
choice of laws. Any action relating to this Agreement must be brought in
a court in the city, state, country where Parent is incorporated. Parent
reserves the right to enforce the law in the Country/State/District
where the Registered/Corporate/Branch Office, or Place of Management of
the Customer is situated as per the laws of that Country/State/District.
If any legal action or other legal proceeding relating to the
performance under this Agreement or the enforcement of any provision of
this Agreement is brought against either Party hereto, the prevailing
Party shall be entitled to recover reasonable attorneys' fees, costs and
disbursements (in addition to any other relief to which the prevailing
Party may be entitled.
24. MISCELLANEOUS
(1) Any reference in this Agreement to gender shall include all genders,
and words importing the singular number only shall include the plural
and vice versa.
(2) There are no representations, warranties, conditions or other
agreements, express or implied, statutory or otherwise, between the
Parties in connection with the subject matter of this Agreement, except
as specifically set forth herein.
(3) The Parties shall attempt to resolve any disputes between them prior
to resorting to litigation through mutual understanding or a mutually
acceptable Arbitrator.
(4) This Agreement shall inure to the benefit of and be binding upon
Parent and the Customer as well as all respective successors and
permitted assigns.
(5) Survival: In the event of termination of this Agreement for any
reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13, 14,
16, 17, 18, 21, 22, 23, 24(3), 24(5), 24(7), 24(11), 25(2) and all
Sections of Appendix A, and all Sections of Appendix B, and all Sections
of Appendix C and any Sections covered separately under a Survival
clause in any Customer Product Agreement Extension shall survive..
(6) This Agreement does not provide and shall not be construed to
provide third parties (i.e. non-parties to this Agreement), with any
remedy, claim, and cause of action or privilege against Parent.
(7) The Customer, Parent, and its Service Providers are independent
contractors, and nothing in this Agreement will create any partnership,
joint venture, agency, franchise, and sales representative or employment
relationship between the parties.
(8) Further Assurances: Each Party hereto shall execute and/or cause to
be delivered to the other Party hereto such instruments and other
documents, and shall take such other actions, as such other Party may
reasonably request for the purpose of carrying out or evidencing any of
the transactions contemplated / carried out, by / as a result of, this
Agreement.
(9) Construction: The Parties agree that any rule of construction to the
effect that ambiguities are to be resolved against the drafting Party
shall not be applied in the construction or interpretation of this
Agreement.
(10) Entire Agreement; Severability: This Agreement, which includes
Appendix A, Appendix B, Appendix C and each executed Customer Product
Agreement Extension constitutes the entire agreement between the Parties
concerning the subject matter hereof and supersedes any prior
agreements, representations, statements, negotiations, understandings,
proposals or undertakings, oral or written, with respect to the subject
matter expressly set forth herein. If any provision of this Agreement
shall be held to be illegal, invalid or unenforceable, each Party agrees
that such provision shall be enforced to the maximum extent permissible
so as to effect the intent of the Parties, and the validity, legality
and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby. If necessary to effect
the intent of the Parties, the Parties shall negotiate in good faith to
amend this Agreement to replace the unenforceable language with
enforceable language that reflects such intent as closely as possible.
(11) The division of this Agreement into Sections, Subsections,
Appendices, Extensions and other Subdivisions and the insertion of
headings are for convenience of reference only and shall not affect or
be used in the construction or interpretation of this Agreement.
(12) This agreement may be executed in counterparts.
(13) Language. All notices, designations, and specifications made under
this Agreement shall be made in the English Language only.
(14) Dates and Times. All dates and times relevant to this Agreement or
its performance shall be computed based on the date and time observed in
the city of the Registered office of the Parent
25. BREACH
In the event that Parent suspects breach of any of the terms and
conditions of this Agreement:
(1) Parent can immediately, without any notification and without
assigning any reasons, suspend / terminate the DFSERVICE Users' access
to all Parent Products and Services and the DFSERVICE.
(2) The Customer will be immediately liable for any damages caused by
any breach of any of the terms and conditions of this Agreement.
26. NOTICE
(1) Any notice or other communication required or permitted to be
delivered to Parent under this Agreement shall be in writing unless
otherwise specified and shall be deemed properly delivered when
delivered to the legal contact address specified in the Customer Control
Panel or on the Parent Website by registered mail or courier. Any
communication shall be deemed to have been validly and effectively
given, on the date of receiving such communication, if such date is a
Business Day and such delivery was made prior to 17:30 hours local time,
and otherwise on the next Business Day.
(2) Any notice or other communication required or permitted to be
delivered to the Customer under this Agreement shall be in writing
unless otherwise specified and shall be deemed properly delivered, given
and received when delivered to contact address of the Customer in the
DFSERVICE Database.
(3) Any notice or other communication to be delivered to any party via
email under this agreement shall be deemed to have been properly
delivered if sent in case of Parent to its Legal Contact mentioned in
the Customer Control Panel or on the Parent Website and in case of the
Customer to their respective email address in the DFSERVICE Database.
(4) Other than those notices mentioned in this agreement, Parent is NOT
required to communicate with the Customer in any respect about services
provided under this agreement. As a convenience to the Customer, Parent
may proactively send notices about aspects with regards to services
rendered under this Agreement, however these notices may be discontinued
by Parent at anytime.
APPENDIX 'A'
TERMS AND CONDITIONS OF DFSERVICE USAGE
This Appendix A covers the terms of access to the DFSERVICE. Any
violation of these terms will constitute a breach of agreement, and
grounds for immediate termination of this Agreement.
1. ACCESS TO DFSERVICE
(1) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION,
temporarily suspend DFSERVICE Users' access to the DFSERVICE in the
event of significant degradation of the DFSERVICE, or at any time Parent
may deem necessary.
(2) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make
modifications to the DFSERVICE from time to time.
(3) Access to the DFSERVICE is controlled by authentication information
provided by Parent. Parent is not responsible for any action in the
DFSERVICE that takes place using this authentication information whether
authorized or not.
(4) Parent is not responsible for any action in the DFSERVICE by a
DFSERVICE User
(5) DFSERVICE User will not attempt to hack, crack, gain unauthorized
access, misuse or engage in any practice that may hamper operations of
the DFSERVICE including, without Limitation temporary / permanent slow
down of the DFSERVICE, damage to data, software, operating system,
applications, hardware components, network connectivity or any other
hardware / software that constitute the DFSERVICE and architecture
needed to continue operation thereof.
(6) DFSERVICE User will not send or cause the sending of repeated
unreasonable network requests to the DFSERVICE or establish repeated
unreasonable connections to the DFSERVICE. Parent will in its ABSOLUTE
and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable
number of requests or connections.
(7) DFSERVICE User will take reasonable measures and precautions to
ensure secrecy of authentication information.
(8) DFSERVICE User will take reasonable precautions to protect DFSERVICE
Data from misuse, unauthorized access or disclosure, alteration, or
destruction.
(9) Parent shall not be responsible for damage caused due to the
compromise of your Authentication information in any manner OR any
authorized/unauthorized use of the Authentication Information.
(10) Parent shall not be liable for any damages due to downtime or
interruption of DFSERVICE for any duration and any cause whatsoever.
(11) Parent shall have the right to temporarily or permanently suspend
access of a DFSERVICE User to the DFSERVICE if Parent in its ABSOLUTE
and UNFETTERED SOLE DISCRETION suspects misuse of the access to the
DFSERVICE, or learns of any possible misuse that has occurred, or will
occur with respect to a DFSERVICE User.
(12) Parent and Service Providers reserve the right to, in their sole
discretion, reject any request, network connection, e-mail, or message,
to, or passing through, DFSERVICE
2. Terms of USAGE OF DFSERVICE
(1) Customer, or its contractors, employees, directors, officers,
representatives, agents and affiliates and DFSERVICE Users, either
directly or indirectly, shall not use or permit use of the DFSERVICE,
directly or indirectly, in violation of any federal, state or local
rule, regulation or law, or for any unlawful purpose, or to promote
adult-oriented or "offensive" material, or related to any unsolicited
bulk e-mail directly or indirectly (such as by referencing an DFSERVICE
provided service within a spam email or as a reply back address), or
related to ANY unsolicited marketing efforts offline or online, directly
or indirectly, or in a manner injurious to Parent, Service Providers or
their Resellers, Customers and DFSERVICE Users, or their reputation,
including but not limited to the following -
(1) Usenet spam (off-topic, bulk posting/cross-posting, advertising in
non-commercial newsgroups, etc.)
(2) Posting a single article or substantially similar articles to an
excessive number of newsgroups (i.e., more than 2-3) or posting of
articles which are off-topic (i.e., off-topic according to the newsgroup
charter or the article provokes complaints from the readers of the
newsgroup for being off-topic)
(3) Sending unsolicited mass e-mails (i.e., to more than 10 individuals,
generally referred to as spamming) which provokes complaints from any of
the recipients; or engaging in spamming from any provider
(4) Offering for sale or otherwise enabling access to software products
that facilitate the sending of unsolicited e-mail or facilitate the
assembling of multiple e-mail addresses ("spamware")
(5) Advertising, transmitting, linking to, or otherwise making available
any software, program, product, or service that is designed to violate
these terms, including but not limited to the facilitation of the means
to spam, initiation of pinging, flooding, mailbombing, denial of service
attacks, and piracy of software
(6) Harassment of other individuals utilizing the Internet after being
asked to stop by those individuals, a court, a law-enforcement agency
and/or Parent
(7) Impersonating another user or entity or an existing
company/user/service or otherwise falsifying one's identity for
fraudulent purposes in e-mail, Usenet postings, on IRC, or with any
other Internet service, or for the purpose of directing traffic of said
user or entity elsewhere
(8) Using DFSERVICE services to point to or otherwise direct traffic to,
directly or indirectly, any material that, in the sole opinion of
Parent, is associated with spamming, bulk e-mail, e-mail harvesting,
warez (or links to such material), is in violation of copyright law, or
contains material judged, in the sole opinion of Parent, to be
threatening or obscene or inappropriate
(9) Using DFSERVICE directly or indirectly for any of the below
activities activities:
(1) Transmitting Unsolicited Commercial e-mail (UCE)
(2) Transmitting bulk e-mail
(3) Being listed, or, in our sole opinion is about to be listed, in any
Spam Blacklist or DNS Blacklist
(4) Posting bulk Usenet/newsgroup articles
(5) Denial of Service attacks of any kind
(6) Excessive use of any web service obtained under this agreement
beyond reasonable limits as determined by the Parent in its sole
discretion
(7) Copyright or trademark infringement
(8) Unlawful or illegal activities of any kind
(9) Promoting net abuse in any manner (providing software, tools or
information which enables, facilitates or otherwise supports net abuse)
(10) Causing lossage or creating service degradation for other users
whether intentional or inadvertent.
(2) Parent in its sole discretion will determine what constitutes as
violation of appropriate usage including but not limited to all of the
above.
(3) Data in the DFSERVICE Database cannot be used for any purpose other
than those listed below, except if explicit written permission has been
obtained from Parent: -
1.To perform services contemplated under this agreement; and
2.To communicate with Parent on any matter pertaining to Parent or its
services
(4) Data in the DFSERVICE Database cannot specifically be used for any
purpose listed below :-
1.Mass Mailing or SPAM; and
2.Selling the data
APPENDIX 'B'
CONFIDENTIALITY
Customer's use and disclosure of Confidential Information is subject to
the following terms and conditions: -
(1) With respect to the Confidential Information, the Customer agree
that:
(1) The Customer shall treat as strictly confidential, and use all
reasonable efforts, including implementing reasonable physical security
measures and operating procedures, to preserve the secrecy and
confidentiality of, all Confidential Information received from Parent.
(2) The Customer shall make no disclosures whatsoever of any
Confidential Information to others, provided however, that if the
Customer are a corporation, partnership, or similar entity, disclosure
is permitted to the their officers and employees who have a demonstrable
need to know such Confidential Information, provided that the Customer
shall advise such personnel of the confidential nature of the
Confidential Information and of the procedures required to maintain the
confidentiality thereof; and
(3) The Customer shall not modify or remove any confidentiality legends
and/or copyright notices appearing on any Confidential Information of
Parent.
(2) The obligations set forth in this Appendix shall be continuing,
provided, however, that this Appendix imposes no obligation upon the
Customer with respect to information that:
(1) is disclosed with Parent's prior written approval; or
(2) is or has entered the public domain in its integrated and aggregated
form through no fault of the receiving party; or
(3) is known by the Customer prior to the time of disclosure in its
integrated and aggregated form; or
(4) is independently developed by the Customer without use of the
Confidential Information; or
(5) is made generally available by Parent without restriction on
disclosure.
(3) In the event the Customer is required by law, regulation or court
order to disclose any of Parent's Confidential Information, the Customer
will promptly notify Parent in writing prior to making any such
disclosure in order to facilitate Parent seeking a protective order or
other appropriate remedy from the proper authority, at the Customer'
expense. The Customer agree to cooperate with Parent in seeking such
order or other remedy. The Customer further agree that if Parent is not
successful in precluding the requesting legal body from requiring the
disclosure of the Confidential Information, it will furnish only that
portion of the Confidential Information, which is legally required.
(4) In the event of any termination of this Agreement, all Confidential
Information, including all copies, partial copies of Confidential
Information, copied portions contained in derivative works, in the
Customer' possession shall be immediately returned to Parent or
destroyed. Within 30 (Thirty) days of termination of this Agreement, the
Customer will certify in writing, to Parent the Customer' compliance
with this provision.
(5) The Customer shall provide full voluntary disclosure to Parent of
any and all unauthorized disclosures and/or unauthorized uses of any
Confidential Information; and the obligations of this Appendix shall
survive such termination and remain in full force and effect.
(6) The Customer duties under this Appendix shall expire five (5) years
after the information is received or earlier, upon written agreement of
the parties.
(7) The Customer agrees that Parent shall be entitled to seek all
available legal and equitable remedies for the breach by either of the
Customer of all of these clauses in this Appendix at the cost of the
Customer.
APPENDIX 'C'
PAYMENT TERMS AND CONDITIONS
1. ADVANCE ACCOUNT
(1) Prior to purchasing any Parent Products, the Customer shall maintain
an Advance Account with Parent.
(2) As and when, the Customer purchases Parent Products, the Customer's
Advance Account balance shall be reduced as per the then current pricing
of that Parent Product as mentioned in the Customer Control Panel or on
the Parent Website or during the ordering process.
(3) Parent shall maintain a record of Customer's Advance Account
balance, which shall be accessible by the Customer. If the Customer's
Advance Account balance is insufficient for processing any Order then
that Order may not be processed.
(4) The Advance Account will maintain the Customer Credit in both the
Accounting Currency and Selling Currency of the Parent's choice. Parent
has the right to modify the currency at anytime.
(5) Any negative balance in the Customer's Advance Account will be
immediately payable. If a Customer does not remedy a negative balance in
their account within 24 hours, Parent has the right to terminate this
agreement with immediate effect and without any notice. Upon such
termination or otherwise Parent shall continue to have the right to
initiate any legal proceedings against the Customer to recover any
negative balance in the Customer's Advance Account.
(6) Parent shall have the right to set-off any payment received from the
Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer
against any negative balance in the Customer's Advance Account.
(7) Any discrepancy, mistake, error in the credit / debit / amount in
the Customer Transactions / Advance Account maybe corrected by Parent at
anytime
2. PAYMENT TERMS
(1) Parent will accept payments from the Customer only by means
specified in the Customer Control Panel
(2) Parent will credit all payments received to the Customers Advance
Account after deducting all bank charges, processing charges and any
other charges which Parent may choose to levy upon its sole discretion,
within reasonable time of receiving the credit in Parent's Account. The
exchange rate will be determined by Parent through a reasonable source.
The exchange rate determined by Parent shall be undisputable.
(3) It is the Customer's responsibility to provide the Customer Username
to Parent to be credited for the payment. The absence of the Customer
Username along with reasonable information will delay the corresponding
credit to the Advance Account.
(4) In the event that the Customer charges back a payment made via
Credit Card or the payment instrument sent by the Customer bounces due
to Lack of Funds or any other Reason, then
(1) Parent may immediately suspend DFSERVICE Users' access to the
DFSERVICE
(2) Parent has the right to terminate this agreement with immediate
effect and without any notice.
(3) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete,
suspend, deny, cancel, modify, take ownership of or transfer any or all
of the Orders placed by the Customer, as well as stop / suspend / delete
/ transfer any Orders currently being processed.
(4) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer
all Orders placed by the Customer to any other Customer, or under
Parent's account.
(5) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy
reasonable additional charges for the processing of the Charge-back /
Payment Reversal in addition to actual costs of the same.
(6) Any negative balance in the Customers Advance Account shall become
immediately payable
(7) Parent shall have the right to initiate any legal proceedings
against the Customer to recover any such liabilities.
3. PRICING TERMS
(1) All pricing in this Agreement as well as every Customer Product
Agreement Extension refers to the price at which the Customer may
Purchase the corresponding Parent Product. This is excluding taxes,
surcharges or any other costs.
(2) Parent may at any time change the price of any Parent Product with
reasonable notification to the Customer.
4. REFUNDS AND REIMBURSEMENT TERMS
(1) All Clear Balance pending in the Advance Account maybe reimbursed
fully to the Customer, on request of the Customer. Such Request must be
sent to Parent in the manner prescribed by Parent.
(2) All bank charges applicable and a reasonable processing fee will be
deducted from this amount. All Refunds and Reimbursements will take up
to 14 Business Days from the date of receipt of the request, to process.
(3) Parent will not be responsible for any differences in the
reimbursement amount due to Fluctuation in International Currency rates.
Parent will determine in its sole discretion appropriate conversion
rates for currency exchange
(4) Parent will not refund any amount that has already been debited to
the Customers Advance Account under any circumstances. |
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