Terms of Service
Numbers Business Technology Private Limited. Terms of Service.
1. Introduction
These Terms of Service ("Terms of Service," "Agreement") governs your ("Customer," "User," "your," or "you") use of ‘ScanMyInvoice’. The Terms of Service is a legally binding agreement between the User and Numbers Business Technology Private Limited. Terms of Service., ("ScanMyInvoice", "we", "us", or "our").
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICE OFFERED BY ScanMyInvoice.
Capitalized terms not defined herein shall have the same meaning as ascribed to them under the Terms of Use and/or the Privacy Policy.
PLEASE NOTE THAT THIS AGREEMENT CONTAINS A BINDING AND MANDATORY CUSTOMER ARBITRATION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES. ANY DISPUTES RELATING TO THE AGREEMENT, YOUR ACCOUNT OR THE SERVICES PROVIDED BY US MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 13.8 FOR FURTHER DETAILS.
THIS AGREEMENT ALSO CONTAINS AN AUTO-RENEWAL CLAUSE. PLEASE REVIEW SECTION 8.1 TO UNDERSTAND THE COMPLETE EXTENT OF YOUR RIGHTS AND OBLIGATIONS UNDER THE AUTO-RENEWAL CLAUSE.
2. Acceptance of the Terms of Service
WHEN YOU CREATE AND REGISTER AN ACCOUNT WITH US ON OUR WEBSITE I.E., LOCATED AT WWW.SCANMYINVOICE.COM ("WEBSITE") BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH US WHICH REFERENCE THESE TERMS (EACH, AN "ORDER") OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT (A) YOU ARE AT LEAST 18 YEARS OF AGE; (B) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS "CUSTOMER," "YOU" AND "YOUR" SHALL REFER TO SUCH AN ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
3. Service & License
3.1 Services. ScanMyInvoice provides "Services" to its Customers. For the purpose of the Agreement, "Services" is defined as the software services provided by ScanMyInvoice to the Customer and as fully described under an applicable "Order" (as defined under Section 3.3). Subject to ScanMyInvoice 's receipt of the applicable Fees (as detailed under an Order) from the Customer, ScanMyInvoice will use commercially reasonable efforts to make the Services available to Customer, in compliance with the terms of this Agreement and an applicable Order.
3.2 License to ScanMyInvoice Services. ScanMyInvoice hereby grants the Customer, for the Term (as defined under Section 8.1), a limited, non-exclusive, non-sub-licensable, non-transferable, non-assignable right to access and use the Services. Any such use of the Services by Customer is authorized solely for Customer's internal business and is subject to Customer's compliance with any additional limitations and restrictions as may be specified under an applicable Order.
3.3 On-premises Deployment. If under an applicable Order, Customer is accessing ScanMyInvoice services through an on-premises deployment through a docker container or otherwise, the right to access such service shall only be limited to the time period mentioned in the applicable Order. In absence of any agreement to the contrary in the applicable Order, right to use the Services through such deployment shall also be limited, non-exclusive, non-sub-licensable, non-transferable, non-assignable. Upon the lapse of the applicable Service duration, Customer shall destroy and permanently delete all ScanMyInvoice data from their premises, and send appropriate proof of such destruction to ScanMyInvoice. Until one (1) year after the lapse of the applicable Service duration, ScanMyInvoice shall have the ongoing right to inspect, and audit customer's servers for ScanMyInvoice usage data and proof of any violation of such limited license. The consumption of any additional licenses without prior payment shall be a considered a material breach of this Agreement, which shall be remediable only by pro-rata payment being made to ScanMyInvoice. In case a ScanMyInvoice Partner or Reseller has made an on-premises deployment to its customer ("End Customer"), such Partner shall ensure that it has rights of the same nature in written with regard to the servers of End Customer.
3.4 Order. For the purposes of this Agreement, an "Order" is defined as an order form or other similar document (including but not limited to an online order form) that details the Services being provided hereunder and the applicable Fees to be paid by the Customer to ScanMyInvoice. The Order may also provide details regarding the service level terms (if any). In the event of a conflict between the Order and the Terms of Service, the Order will prevail.
3.5 Trials. If Customer is accessing or making use of the Service on a trial basis or on an evaluation basis as identified in the corresponding Order (the "Trial"), Customer may use the Services during the Trial provided such use does not exceed the service levels set forth in the corresponding Order. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL IS PROVIDED ON AN "AS-IS" BASIS AND THE TRIAL IS PROVIDED WITHOUT ANY INDEMNIFICATION, SUPPORT, OR WARRANTIES OR REPRESENTATION OF ANY KIND. Further, Trial may be subject to certain additional restrictions, limitations and differing terms all as specified in the corresponding Order. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, FOR PURPOSES OF A TRIAL, THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR INDEMNITIES.
3.6 No-fee Access. If Customer is accessing or making use of the Service on a no-fee basis (the "Limited Use"), Customer may use the Services during the Limited Use provided such use does not exceed the Service levels specified on the ScanMyInvoice website with respect to Limited Use. Customer acknowledges and agrees that the Limited Use is provided on an "as-is" basis, and the Limited Use is provided without any indemnification, support, or warranties or representation of any kind. Additionally, Customer acknowledges and agrees that ScanMyInvoice may terminate the Limited Use at any time and for any reason or modify the applicable terms by publishing a notice on the ScanMyInvoice website.
3.7 Support Services. During the Term, ScanMyInvoice may also provide Customers with support services ("Support Services"). Customer acknowledges that such Support Services may be subject to additional Fees as provided for under an applicable Order. If ScanMyInvoice is providing the Customer with Support Services, it will be detailed under an applicable Order.
3.8 Service Suspensions. ScanMyInvoice may suspend Customer's access to or use of the Services as follows: (a) immediately if ScanMyInvoice reasonably believes Customer's use of the Services may pose a security risk to or may adversely impact the Services; (b) immediately if Customer become insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, re-organization, liquidation, dissolution or similar proceeding; (c) following thirty (30) days written notice if Customer is in breach of this Agreement or any Order (and has not cured such breach, if curable, within the thirty (30) days of such notice); or (d) Customer has failed to pay ScanMyInvoice the Fees with respect to the Services.
4. Restrictions & Reservations
4.1 Restrictions. Customer will use the Services only in accordance with all applicable laws, including, but not limited to, laws related to data protection and privacy (whether applicable within the India or otherwise). Customer agrees not to (and will not allow any third party to): (i) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Services or any software used to provide or make the Services available; or (iii) rent, resell or otherwise allow any third party access to or use of the Services.
4.2 Reservations. You acknowledge and agree that the Services are provided under license (as described under Section 3.2), and not sold, to you. Except to the extent necessary to access and use the Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Services whether expressly, by implication, estoppel or otherwise. ScanMyInvoice and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
5. Proprietary Rights
5.1 Ownership. ScanMyInvoice retains all right, title, and interest whether pre-existing or otherwise, in and to the Services, and any software, products, works or other intellectual property created, used, provided or made available by ScanMyInvoice under or in connection with the Services under this Agreement. Additionally, ScanMyInvoice owns the "Service Software" i.e., embedded in the Services. For the purposes of this Agreement, "Service Software" is defined as the any ScanMyInvoice or third-party software code, computer program, documentations, new versions, updates, enhancements, upgrades, revisions, improvements and modifications of the foregoing that ScanMyInvoice has embedded into the Services and is proprietary to ScanMyInvoice and ScanMyInvoice provides to the Customer under this Agreement. Customer acknowledges and understands that ScanMyInvoice owns all Service Software and all rights related thereto. Subject to the terms and conditions of this Agreement, including but not limited to receipt of all applicable Fees, to the extent ScanMyInvoice makes Service Software available to the Customer, ScanMyInvoice hereby grants to the Customer, and Customer hereby accepts from ScanMyInvoice, a limited, non-exclusive, non-transferable, non-assignable and non-sub-licensable license to: run such Service Software solely as necessary to make use of the Services.
5.2 Restrictions. Customer agrees that, it shall not: (a) exceed the scope of the licenses granted in Section 5.1; (b) make copies of the Service Software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 3.2 and Section 5.1; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the software, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the Service Software; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Service Software or copies thereof; or (g) combine or distribute any of the Service Software with any third party software that is licensed under terms that seek to require that any of the software (or any associated intellectual property rights) be provided in source code form (e.g., as "open source"), licensed to others to allow the creation or distribution of derivative works, or distributed without charge.
5.3 Feedback. Customer may from time to time provide suggestions, comments or other feedback to ScanMyInvoice with respect to the Services ("Feedback"). Customer shall, and hereby does, grant to ScanMyInvoice a nonexclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
5.4 Disclaimer. Nothing in this Agreement will impair ScanMyInvoice's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
6. Data Privacy
6.1 ScanMyInvoice Privacy Policy. ScanMyInvoice's current Privacy Policy is available at https://scanmyinvoice.com/privacy (the "Privacy Policy"), which is incorporated herein by reference. Please review the Privacy Policy to learn about ScanMyInvoice's information collection, usage and disclosure practices with respect to information collected by ScanMyInvoice through the Services.
6.2 Customer Data. Customer Data is, or shall be, and shall remain the property of the Customer. For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Services. Customer, not ScanMyInvoice, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer hereby grants ScanMyInvoice a non-exclusive, non-transferable, non-sub-licensable, worldwide, royalty-free license to use, collect, transfer and process the Customer Data for the sole purpose of providing the Services to the Customer under the terms of the applicable Order and this Agreement.
6.3 Derived Data. Customer further understands and acknowledges that ScanMyInvoice may generate "Derived Data," (as defined below) from the Customer Data. For the purposes of this Agreement, "Derived Data" means data submitted to, collected by, or generated by ScanMyInvoice from the Customer Data in connection with Customer's use of the Services. Customer hereby agrees and understands that ScanMyInvoice may freely use Derived Data for its internal business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing ScanMyInvoice's products and services).
6.4 Customer Responsibility; Customer Data. Customer is solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party; and (d) backing up and maintaining Customer Data.
6.5 ScanMyInvoice's Responsibility; Customer Data. ScanMyInvoice shall use commercially reasonable efforts to maintain the security and integrity of the Services and all Customer Data controlled by ScanMyInvoice. ScanMyInvoice is not responsible for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is directly due to ScanMyInvoice's gross negligence or willful misconduct. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. ScanMyInvoice reserves the right to retain Customer Data for up to thirty (30) days following the termination or expiration of the corresponding Order. Thereafter, Customer agrees and acknowledges that Customer Data may be irretrievably deleted.
7. Fees, Orders, and Taxes
7.1 Fees. Customer shall pay to ScanMyInvoice the fees as set forth in each applicable Order(s) (collectively, the "Fees"). Customer acknowledges that it shall have no right to return the Services and that all Fees shall be non-refundable. If ScanMyInvoice is required to initiate legal action due to nonpayment of fees, Customer shall bear all costs resulting from the collection of such fees.
7.2 Additional Services. Customer may place Orders for additional Services or to extend the term of the existing Services by specifying such order details in an Order form agreed to in writing by the parties referencing the terms and conditions of this Agreement.
7.3 Taxes. If ScanMyInvoice has the legal obligation (under applicable law) to pay or collect taxes for which the Customer is responsible, including but not limited to, sales, use, transfer, privilege, excise, and all other taxes and duties that are levied or imposed by reason of performance of the Services by ScanMyInvoice under this Agreement, the appropriate amount shall be invoiced to and paid by the Customer, unless Customer provides ScanMyInvoice with a valid tax exemption certificate authorized by the appropriate taxing authority. All amounts payable to ScanMyInvoice under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.
8. Term and Termination</p>
8.1 Term. The term of this Agreement shall commence on the "Effective Date" and unless terminated earlier according to this Section 8, will end on the last day of the term specified in a last Order (the "Term"). Effective Date is defined as the date the Customer enters into this Agreement, signs an Order, and/or starts using our Services under the Trial. Each Order will renew automatically at the end of the applicable term unless either party provides to the other advance written notice with respect to non-renewal prior to the end of the then current term.
8.2 Termination for Breach. This Agreement and the Orders hereunder may be terminated: (a) by either party if the other has materially breached this Agreement, within thirty (30) calendar days after written notice of such breach to the other party if the breach is remediable or immediately upon notice if the breach is not remediable; or (b) by ScanMyInvoice upon written notice to Customer if Customer (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it which have not been dismissed within sixty (60) days.
8.3 Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Service, and (ii) return all ScanMyInvoice Confidential Information, and ScanMyInvoice provided software, and other materials and information provided by ScanMyInvoice. Any termination or expiration shall not relieve Customer of its obligation to pay all Fees accruing prior to termination. If the Agreement is terminated by ScanMyInvoice pursuant to Section 8.2 (a), Customer shall pay to ScanMyInvoice all of the Fees for the entire term set forth in the corresponding Order(s).
8.4 Survival. The following provisions will survive termination of this Agreement: Sections 5.1 (Ownership), 8.3 (Effect of Termination), Section 8.4 (Survival), Section 9 (Confidentiality), Section 10.1 (Indemnification by Customer), Section 12 (Limitation of Liability), Section 13 (Miscellaneous).
9. Confidentiality
During the term of this Agreement, either party may provide the other party with confidential and/or proprietary materials and information ("Confidential Information"). All materials and information provided by the disclosing party and identified at the time of disclosure as "Confidential" or bearing a similar legend, and all other information that the receiving party reasonably should have known was the Confidential Information of the disclosing party, shall be considered Confidential Information. This Agreement is Confidential Information, and all pricing terms are ScanMyInvoice Confidential Information. The receiving party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of the disclosing party. The receiving party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the receiving party independently from and without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was in the receiving party's lawful possession prior to the disclosure and was not obtained by the receiving party either directly or indirectly from the disclosing party. The receiving party may disclose Confidential Information as required by law or court order; provided that, the receiving party provides the disclosing with prompt written notice thereof and uses the receiving party's best efforts to limit disclosure. At any time, upon the disclosing party's written request, the receiving party shall return to the disclosing party all disclosing party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof.
10. Indemnification
10.1 Indemnification by Customer. Customer will defend, indemnify, and hold ScanMyInvoice, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party's intellectual property rights resulting from Customer Data or caused and contributed by the Customer.
10.2 Indemnification by ScanMyInvoice. ScanMyInvoice will defend, indemnify, and hold Customer harmless from and against any third party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from claims by a thirty party that Customer's use of the Service directly infringes or misappropriates a third party's India intellectual property rights. Notwithstanding any other provision in this Agreement, ScanMyInvoice shall have no obligation to indemnify or reimburse Customer with respect to any Infringement Claim to the extent arising from: (a) the combination of any Customer Data with the Service; (b) the combination of any products or services, other than those provided by ScanMyInvoice to Customer under this Agreement, with the Service; or (c) non-discretionary designs or specifications provided to ScanMyInvoice by Customer that caused such Infringement Claim. Customer agrees to reimburse ScanMyInvoice for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.
10.3 Notice of Claim and Indemnity Procedure. In the event of a claim for which a party seeks indemnity or reimbursement under this Section 10 (each an "Indemnified Party") and as conditions of the indemnity, the Indemnified Party shall: (a) notify the indemnifying party in writing as soon as practicable, but in no event later than thirty (30) days after receipt of such claim, together with such further information as is necessary for the indemnifying party to evaluate such claim; and (b) the Indemnified Party allows the indemnifying party to assume full control of the defense of the claim, including retaining counsel of its own choosing. Upon the assumption by the indemnifying party of the defense of a claim with counsel of its choosing, the indemnifying party will not be liable for the fees and expenses of additional counsel retained by any Indemnified Party. The Indemnified Party shall cooperate with the indemnifying party in the defense of any such claim. Notwithstanding the foregoing provisions, the indemnifying party shall have no obligation to indemnify or reimburse for any losses, damages, costs, disbursements, expenses, settlement liability of a claim or other sums paid by any Indemnified Party voluntarily, and without the indemnifying party's prior written consent, to settle a claim. Subject to the maximum liability set forth in Section 12, the provisions of this Section 10 constitute the entire understanding of the parties regarding each party's respective liability under this Section 10, including but not limited to Infringement Claims (including related claims for breach of warranty) and each party's sole obligation to indemnify and reimburse any Indemnified Party.
11. Warranty
11.1 Warranty. The Services, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable specifications will perform, in all material respects, the functions described in the Order (the "Specification"), during the term in the corresponding Order.
11.2 Exclusive Remedies. Customer shall report to ScanMyInvoice, pursuant to the notice provision of this Agreement, any breach of the warranty set forth in this Section 11. In the event of a breach of warranty by ScanMyInvoice under this Agreement, Customer's sole and exclusive remedy, and ScanMyInvoice's entire liability, shall be prompt correction of any material non-conformance in order to minimize any material adverse effect on Customer's business.
11.3 Disclaimer of Warranty. ScanMyInvoice does not represent or warrant that the operation of the Service (or any portion thereof) will be uninterrupted or error free, or that the Service (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by ScanMyInvoice, except as expressly specified in the applicable Specification. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, ScanMyInvoice MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SERVICES, OR THEIR CONDITION. ScanMyInvoice IS FURNISHING THE WARRANTY SET FORTH IN SECTION 11.1 IN LIEU OF, AND ScanMyInvoice HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
12. Limitations of Liability
12.1 Exclusion of Incidental and Consequential Damages. EXCEPT FOR BREACH OF SECTION 9 ("CONFIDENTIALITY") OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES.
12.2 Cap on Monetary Liability. ScanMyInvoice’s AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
13. Miscellaneous
13.1 JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION
These Terms shall be governed by and construed and enforced in accordance with the laws of India. Subject to other provisions in this Clause, courts in Bangalore shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services.
Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in Bangalore in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by the Company. The language of the arbitration shall be English.
The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.
Each party to the arbitration shall bear its own costs with respect to any dispute.
13.2 MISCELLANEOUS PROVISIONS
1. Modification – The Company reserves the right at any time to modify these Terms and to add new or additional terms or conditions on use of the Services. Such modifications and additional terms and conditions will be communicated to you and, unless expressly rejected (in which these Terms shall terminate), will be effective immediately and will be incorporated into these Terms. In the event you refuse to accept such changes, these Terms will terminate.
2. Severability - If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).
3. Assignment - You shall not license, sell, transfer or assign your rights, obligations, or covenants under these Terms in any manner without the Company’s prior written consent. The Company may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate. The Company may assign its rights to any of its affiliates, subsidiaries, or parent companies, or to any successor in interest of any business associated with the Services without any prior notice to you.
4. Notices - All notices, requests, demands, and determinations for the Company under these Terms (other than routine operational communications) shall be sent to feedback@khatabook.com
5. Third Party Rights - No third party shall have any rights to enforce any terms contained herein.
6. Translations –The Company may provide you with translated versions of these Terms solely to assist you with understanding these Terms in greater detail. The English version of these Terms shall be controlling in all respects. In the event of any inconsistency between the English version of these Terms and any translated version, the terms of the English version shall prevail.
