These Terms of Service (the “Terms of Service”) constitute a legal agreement between India Index LLC, a Delaware limited liability company (“India Index”), and the customer identified by you on the account registration page (“Customer”). India Index offers access to certain features of its website (the “Website”) and its proprietary supply chain marketplace software as a service offering (collectively with the Website, as updated and modified from time-to-time, the “Subscription Services”) to third parties on the terms and conditions set forth herein. India Index is willing to make the Subscription Services available to Customer only upon the condition that Customer accepts these Terms of Service in their entirety. Please read these Terms of Service carefully before checking the box marked “I agree” and creating an account, as checking such box and clicking the “Continue” button will indicate Customer’s agreement that these Terms of Service are legally binding upon Customer. If Customer does not agree to these Terms of Service, then do not check the box marked “I agree” and do not create an account. If Customer does not agree to these Terms of Service, India Index is unwilling to provide the Subscription Services.
IMPORTANT: THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT, AS FURTHER SET FORTH IN SECTION 9.3 BELOW, REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT CUSTOMER IS GIVING UP THE RIGHT TO SUE IN COURT OR IN CLASS ACTIONS OF ANY KIND.
1.1 Right to Access. Subject to these Terms of Service and to any limitations set forth on the Website, India Index grants to Customer a nonexclusive, nontransferable, revocable, non-licensable limited right to access and use (the “Access Rights”) the Subscription Services through the Website, solely for the internal business purposes of Customer, and solely during the Subscription Term (as defined below in Section 8.1 of these Terms of Service). India Index may, in its sole discretion, change or delete any part of the Subscription Services, including without limitation the web address through which Customer may access the Subscription Services.
1.2 Registration. In order to gain access to the Subscription Services, Customer must create an account with India Index by submitting all information requested by India Index on the Website. Customer represents that all information Customer provides to India Index in such submission and at any other time during or after the account creation process (the “Registration Information” and such process, the “Registration Process”) will be true, accurate, complete, and current and that Customer will promptly update its Registration Information as necessary such that it is, at all times, true, accurate, complete, and current. India Index may use all Registration Information, subject to confidentiality limitations set forth in these Terms of Service. If you yourself are not the Customer, you hereby represent and warrant that you have the legal right to open this account on behalf of Customer, and that you have the right and authority to agree to these Terms of Service on behalf of Customer. You represent that you are at least the age of majority in your jurisdiction of residence.
1.3 Documentation; Subscription Plans. The Website contains textual and/or graphical materials that describe the features, functions, and uses of the Subscription Services made available to Customers from time-to-time (the “Documentation”). India Index may offer or limit certain features, functionality, and Customer rights within the Subscription Services on a differentiated basis among various subscription plans, levels, or packages as described on the Website from time to time (each, a “Subscription Plan”), including variation as to the number of Authorized Users (as defined below) per Customer, the quantity of data storage available, the number or type of messages, traffic volumes, maximum size of uploads, downloads, or otherwise. The Access Rights shall be limited as set forth in each such description of the Subscription Plan as it may vary from time to time.
1.4 Users. The Subscription Services may be accessed and used only by Customer or individual employees and contractors authorized by Customer (each, an “Authorized User”), up to the maximum number of Authorized Users allowed by Customer’s selected Subscription Plan or as otherwise set forth within the Subscription Services. India Index will grant at least one Authorized User administrative control over Customer’s account as provided by and through the administrative portal of the Website, which includes the ability to designate individuals as Authorized Users, set permissions, revoke access, and otherwise configure certain of the Customer’s settings within the Subscription Services. Customer will at all times be responsible for any breach of these Terms of Service by any Authorized User, whether such action was authorized by Customer, and any action taken by an Authorized User in connection with the Subscription Services shall be deemed to be an action taken by Customer for purposes of compliance with these Terms of Service. Customer shall not authorize access to or permit use of the Subscription Services by persons other than Authorized Users. India Index may, at any time and without any liability to Customer, suspend an Authorized User’s access to the Subscription Services in the event India Index reasonably believes that such Authorized User has violated any provision of these Terms of Service.
1.5 Hosting; Technical Requirements. During the Subscription Term, India Index will host, operate, and maintain the infrastructure necessary to access and use the Subscription Services via the Website. Customer acknowledges and agrees that its access and use of the Subscription services is dependent upon access to internet services. Customer is responsible for procuring and operating all computer systems, internet and telecommunications services, and other hardware and software required to access and use the Website. India Index will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services or any such hardware or software.
1.6 Proprietary Rights; No Implied Licenses. The Website, the Subscription Services, including without limitation all software code thereto, the India Index Content (as defined below), Documentation, Analytics (as defined below), and all content and materials that are not Customer Content (as defined below) that appear on the Website and in the Subscription Services, and all improvements, modifications, derivative works or innovations made thereto and all Intellectual Property Rights therein (collectively, the “India Index Materials”), are, as between the parties, the exclusive property of India Index, even if such improvements, modifications, derivative works or innovations result from suggestions, enhancement requests, recommendations or other feedback provided by Customer. Except for the Access Rights expressly granted herein, all rights in and to all of the foregoing are reserved by India Index. These Terms of Service do not convey to Customer any rights of ownership or other Intellectual Property Right in, to, or under any India Index Materials. No right is granted to distribute, publish, modify, adapt, translate or create derivative works of the India Index Materials. Customer shall accurately reproduce all proprietary notices, including any copyright notices, trademark notices, or confidentiality notices that are contained within the India Index Materials. Nothing in these Terms of Service will be deemed to grant to Customer any right to receive a copy of any software underlying the Website or Subscription Services, in either object or source code form. India Index shall own all Intellectual Property Rights related to any feedback, comments, or suggestions Customer or its Authorized Users provide to India Index with respect to the India Index Materials, and Customer hereby assigns all such Intellectual Property Rights to India Index. As used herein “Intellectual Property Rights” means the exclusive rights held by the owner of a copyright, patent, trademark, or trade secret, including: (a) the rights to copy, publicly perform, public display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (b) the right to exclude another from using, making, having made, selling, offering to sell, and importing patented subject matter and from practicing patented methods; (c) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, endorsement, or sponsorship; and (d) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including enforceable privacy rights and any rights in databases recognized by applicable law. Customer agrees that if Customer or any Authorized User infringes India Index’s Intellectual Property Rights or exceeds the scope of permitted use under these Terms of Service, India Index will be irreparably injured and may terminate these Terms of Service.
1.7 Analytics. As used herein, “Analytics” means information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by or from the Subscription Services, or regarding Customer’s or its Authorized Users’ use of the Subscription Services. India Index may create, collect, use and disclose Analytics for industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision and improvement of the Subscription Services. Analytics will be in aggregate or anonymous form only and will not contain Customer Content.
2. CUSTOMER RESPONSIBILITIES
2.1 Access Credentials. Customer will safeguard, and ensure that all Authorized Users safeguard, the devices, computers, and networks used to access the Subscription Services and safeguard all login information, passwords, security protocols and policies through which Authorized Users access and use the Subscription Services (“Access Credentials”). Customer agrees to: (a) keep its Authorized Users’ Access Credentials secure and confidential; and (b) no more than one individual person will have access to or will use each Authorized User’s Access Credentials. Sharing Access Credentials (including frequent reassignment so as to enable the sharing) is expressly prohibited. Customer will notify India Index by immediately sending notice to [email protected] if Customer learns of or suspects any unauthorized use of any Access Credentials, known or suspected breach of security, or any other actions undertaken by its Authorized Users that may result in an adverse impact on India Index or Customer’s computing environment. India Index reserves the right, in its sole discretion and without liability to Customer or its Authorized Users, to take any action India Index deems necessary or reasonable to ensure the security of the Subscription Services and Customer’s Access Credentials and account, including terminating Customer’s access or the access of any of Customer’s Authorized Users, changing passwords, or requesting additional information to authorize activities related to Customer’s account.
2.2 Representations. Customer represents and warrants that: (a) it has full power and authority to agree to these Terms of Service and to perform the requirements and obligations as set forth herein; (b) the person agreeing to these Terms of Service on Customer’s behalf has been duly authorized and empowered; and (c) that it will perform its obligations and exercise its rights hereunder in conformance with all applicable laws, rules, regulations and guidelines, including, without limitation, those related to privacy and data security. Customer represents that all information Customer provides to India Index through the Website as part of its account registration, and at any other time during or after account registration, will be true, accurate, complete, and current and that Customer will promptly update all such information as necessary such that it is, at all times, true, accurate, complete, and current.
2.3 General Restrictions on Use. Customer shall comply with all applicable laws in its use of the Subscription Services and agrees not to act outside the scope of the rights that are expressly granted by these Terms of Service. Customer will not, and shall ensure that its Authorized Users will not, (a) make the Subscription Services available to anyone other than its Authorized Users; (b) commercially exploit, sell, resell, license, sublicense, rent, lease, or distribute the Subscription Services or include any Subscription Services or any derivative works thereof in a service bureau or outsourcing offering; (c) copy, modify, or make derivative works based upon the Subscription Services; (d) create internet “links” to the Subscription Services or “frame” or “mirror” any reports contained in, or accessible from, the Subscription Services on any other website, server, wireless or Internet-based device; (e) access the Subscription Services for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; (f) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component underlying the Subscription Services are compiled or interpreted; (g) interfere with or disrupt the integrity or performance of the Subscription Services, the Website, or the data contained therein or disrupt any servers or networks connected to the Subscription Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Subscription Services; or (h) utilize the Subscription Services in order to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive, or tortious material, including material harmful to children or violative of third-party privacy rights; or (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents or programs or plant malware on India Index’s computer systems, those systems of India Index’s third-party service providers or vendors, or otherwise use the Subscription Services to attempt to upload and/or distribute malware. Nothing in these Terms of Service shall be construed to grant Customer any right to obtain or use such source code. Compliance with the restrictions set forth in this Section 2.3 is an essential basis of these Terms of Service, and Customer agrees to reimburse India Index for attorneys’ fees and court costs incurred in connection with any lawsuit brought by India Index in which a court or arbitrator finds that Customer or its Authorized Users have breached any provisions of this Section 2.3.
3.1 Platform Content. India Index may provide certain information, data, and other content on or through the Website or Subscription Services (the “India Index Content”). The Subscription Services may include features and functionality that allow Customer, Authorized Users, other customers of India Index, and their authorized users (collectively, “Platform Participants”) to upload, post, transmit, and make available to one another certain information, data, and other content (collectively, the “Participant Content” and together with the India Index Content, the “Platform Content”). The “Platform Content” includes any and all information, data, and other content contained in any messages transmitted among and between any Platform Participants. Customer acknowledges and agrees that the arrangement, order, priority, and availability of any and all Platform Content may be influenced by the payment of advertising or promotional fees from a Platform Participant to India Index. All Platform Content is provided “AS IS” and “AS AVAILABLE,” and India Index MAKES NO WARRANTY of any kind, express or implied, as to the Platform Content, including without limitation with respect to its completeness, correctness, accuracy, reliability, or otherwise.
3.2 Customer Content. The Participant Content that is uploaded, posted, transmitted, or made available by Customer or any Authorized User is “Customer Content”. Customer hereby grants to India Index a non-exclusive, royalty-free license, to access, use, copy, distribute, and publicly display the Customer Content as set forth and described in the Documentation and as otherwise necessary or useful in connection with its provision of the Subscription Services to Customer and other Platform Participants. Customer should not expect any privacy or confidentiality with respect to any Customer Content INCLUDING WITH RESPECT TO ANY DIRECT MESSAGES AMONG PLATFORM PARTICIPANTS. For the avoidance of doubt, India Index will cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of any Platform Participant or to provide any Platform Content.
3.3 Customer Responsibility for Customer Content. Customer is solely responsible for the Customer Content, including with respect to its accuracy and quality. Customer represents, warrants, and covenants that, during the Subscription Term, it has, and will have, the legal right and authority to provide India Index with access to, use of, and license to the Customer Content and such access, use and license will not a cause a breach of any third-party agreement, violate any right of a third party, or any applicable law. Without limiting the generality of the foregoing, Customer represents, warrants and covenants that at all times during the Subscription Term, it will have obtained all consents reasonably necessary for India Index to access and use the Customer Content and that the Customer Content:
a) is provided to India Index in accordance with all applicable laws, does not otherwise violate any applicable law, and could not give rise to any civil liability;
b) will not and does not infringe any Intellectual Property Rights;
c) will not and does not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;
d) will not include sensitive information of any kind, which includes but is not limited to information regarding a minor, sensitive financial information, sensitive medical or health information, race or ethnicity, religious beliefs, sexual orientation, or precise geographic location;
e) will not and does not include any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household other than an Authorized User;
f) is and will be truthful or factual as applicable;
g) will not and does not misrepresent the source of the Customer Content;
h) will not and does not misrepresent Customer’s or any Authorized User’s identity in any way;
i) will not and does not contain any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
j) will not and does not advocate or encourage any illegal activity; and
k) will not violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability.
3.4 Monitoring. India Index has no obligation to monitor any Participant Content. India Index does, however, reserve the right to monitor Participant Content and further reserves the rights to remove or refuse to post any Participant Content; to disclose Customer’s name, contact information, and other information to any third party who claims that material posted by Customer violates any rights of a third party; and to terminate or suspend Customer’s or any Authorized User’s access to all or part of the Subscription Services.
3.5 Return and Deletion of Customer Content. India Index provides for data retrieval functions of all Customer Content. It is the Customer’s responsibility to retrieve all Customer Content prior to termination of these Terms of Service. After termination, India Index may permanently delete all Customer Content and shall not maintain any copy of such Customer Content. Customer agrees that India Index has no responsibility or liability for the deletion or failure to store any Customer Content and other communications maintained or transmitted by the Subscription Services.
4. FEES AND PAYMENT
4.1 Fees. In consideration for the rights granted hereunder, Customer will pay to India Index the fees for the Access Rights, the applicable Subscription Plan, and for any other services as set forth on the Website (the “Fees”). All Fees are nonrefundable, except as expressly otherwise set forth herein, and will be paid in U.S. dollars and exclude all Taxes (as defined below). Customer represents and warrants that it has the right to use any payment card or other means of payment that provided to India Index for payment of the Fees. By providing payment card information, Customer authorizes India Index and its third-party service providers to use and store the card as a payment method for all purchases made through the Website. Customer’s purchase, including the entry of billing information and payment card details, may be subject to additional terms of service of our third-party service providers, such as Stripe, Inc. Customer agrees to provide current, complete and accurate purchase and billing information for all purchases. Customer agrees to promptly update billing information, including email address and payment card numbers and expiration dates. Providing any untruthful or inaccurate information is a breach of these Terms of Service and may result in cancellation of the Access Rights. Prior to accepting any payment, we may also request additional information from Customer. Verification of information may be required prior to the acknowledgment or completion of any purchase.
4.2 Taxes. Unless otherwise stated, the Fees do not include any applicable sales, use, value add or similar taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible, and India Index shall have no liability, for all Taxes applicable to Customer’s purchases hereunder. Notwithstanding, India Index may, in its sole reasonable determination, conclude it is legally required to collect and remit such Taxes to a taxing jurisdiction on behalf of Customer. In such an event, even if India Index has already charged or invoiced Customer for the applicable Services, India Index may charge or invoice Customer for such Taxes, and Customer shall pay India Index the amount of Taxes, unless Customer provides India Index with a valid tax exemption certificate authorized by the appropriate taxing authority. India Index will utilize the billing address provided by Customer to determine the appropriate taxing jurisdiction. Customer will make all payments to India Index free and clear of, and without reduction for, any Taxes.
5.1 Subscription Services Warranty. Subject to these Terms of Service, India Index represents, warrants, and covenants that the Subscription Services will include the functionality provided in the Documentation and perform in all material respects in accordance with the Documentation. India Index’s sole and exclusive liability and obligation for a breach of the warranty in this Section 5.1 is that India Index shall use commercially reasonable efforts to remedy, fix, or improve the Subscription Services to cure such breach upon written notification by Customer.
5.2 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 5.1, INDIA INDEX MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING THE SUBSCRIPTION SERVICES, OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AS WELL AS ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. INDIA INDEX DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. India Index shall not be responsible for ensuring and does not represent or warrant that: (a) the Subscription Services will meet Customer’s business requirements; (b) the Subscription Services will be error-free or uninterrupted or that the results obtained from its use will be accurate or reliable; or (c) all deficiencies in the Subscription Services can be found or corrected. India Index will not be responsible for loss or corruption of data, in each case caused by acts within the control of Customer or any Authorized User.
6.1 Customer shall defend or settle any claim, suit or proceeding that is brought by a third party (each, a “Claim”) against India Index or its affiliates, employees, officers, and directors arising from: (a) an allegation that the Customer Content infringes the Intellectual Property Rights of, or have otherwise damaged, a third party; (b) a breach by Customer of these Terms of Service; or (c) based on any failure or alleged failure of Customer to comply with any applicable law, rule, or regulation in connection with its use of the Subscription Services.
7. LIMITATION OF LIABILITY
7.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INDIA INDEX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, OR PROVIDING THE SUBSCRIPTION SERVICES, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO INDIA INDEX DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT AND SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
7.2 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INDIA INDEX HAVE ANY LIABILITY TO CUSTOMER OR ANY OTHER PERSON FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF, DAMAGE TO, OR CORRUPTION OF, DATA, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES.
8. TERM; SUSPENSION;TERMINATION
8.1 Subscription Term. These Terms of Service become effective upon the date on which Customer accepts these Terms of Service (the “Effective Date”) and shall remain in effect until the Termination Date (as defined below) (the “Subscription Term”).
8.2 Termination. Customer’s access rights to the Subscription Services will expire and terminate upon the earliest of the following (the “Termination Date”): (a) such date as set forth on the Website during the Registration Process; (b) such date as India Index provides notice to Customer of such termination, for any or no reason, including without limitation its cessation of providing the Subscription Services on a commercial basis; or (c) such date as Customer provides notice to India Index of such termination, for any or no reason, including through the India Index website or by failing to timely pay the Fees.
8.3 Effect of Termination; Survival. Customer’s right to access and use the Subscription Services shall terminate immediately upon the expiration or termination of the Subscription Term, and India Index may destroy any Customer Content in its possession or control at any time thereafter. Any provisions of these Terms of Service that by their nature should continue after the Subscription Term, will continue to apply even after the Termination Date, including without limitation, Sections 1.6 (Proprietary Rights; No Implied Licenses), 5.2 (Disclaimer of Warranties), 6 (Indemnification), 7 (Limitation of Liability), 8.2 (Termination), and 9 (General).
9.1 Marketing. India Index may issue a press release after the Effective Date regarding Customer’s use of the Subscription Services, and India Index may publicly refer to Customer as a customer of India Index, including on the Website or any other India Index website and in sales presentations, and may use Customer’s logo, trademarks, trade names, and similar identifying material for such purposes.
9.2 Governing Law. The Terms of Service shall be governed and construed in accordance with the laws of the United States and the State of Virginia, without giving effect to conflicts-of-law principles thereof. With respect to any disputes or claims not subject to arbitration, Customer agrees to submit to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.
9.3 Arbitration and Class Action Waiver. Customer and India Index agree that any dispute, claim, or controversy that relates to or arises from these Terms of Service or the Subscription Services other than any claim or demand that relates to the Intellectual Property Rights of India Index or arising under Section 6 will be determined by mandatory binding individual (not class) arbitration. Customer and India Index further agree that the arbitrator shall have the exclusive power to rule on its own jurisdiction, including any objections with respect to the existence, scope or validity of any provision of these Terms of Service or to the arbitrability of any claim or counterclaim. Notwithstanding the above, Customer and India Index both agree that neither of us waive or limit our rights to (a) bring an individual action in a U.S. small claims court or (b) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES, CLAIMS, AND CONTROVERSIES THAT RELATE TO THESE TERMS OR OUR SERVICES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND CUSTOMER AGREES THAT INDIA INDEX AND CUSTOMER ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. CUSTOMER AGREES THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND CUSTOMER HEREBY AGREE THAT YOU MAY NOT AND WILL NOT PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION, AS A PLAINTIFF OR CLASS MEMBER IN ANY SUCH ACTION. Unless both Customer and India Index agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. Either Customer or India Index may start arbitration proceedings. Any arbitration between Customer and India Index will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by these Terms. Customer and India Index agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). Any arbitration hearings will take place in Wilmington, Delaware. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for Customer, by email (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within thirty (30) days after the Notice is received, Customer or India Index may commence an arbitration proceeding. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
9.4 Severability. If any provision of these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Service will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
9.5 Waiver;Remedies. Any waiver or failure to enforce these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
9.6 Notices. All notices by India Index to Customer under these Terms of Service shall be made by email to the email address provided by Customer during account registration when accepting these Terms of Service. All notices to India Index by Customer under these Terms of Service shall be made by email to [email protected] All notices shall be effective upon receipt by the party to which notice is given. Customer may change their address for receipt of notice by updating their account contact information on the Website.
9.7 Entire Agreement. To the maximum extent permitted by applicable law, these Terms of Service and the information submitted by Customer during the Registration Process constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of these Terms of Service. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to Customer’s acceptance of these Terms of Service. Customer acknowledges and agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or dependent upon any oral or written, public or private comments made by India Index with respect to future functionality or features for the Subscription Services. No terms or conditions stated in any other Customer order documentation, including for the avoidance of doubt any terms or documentation India Index is required to execute or agree to, shall be incorporated into or form any part of these Terms of Service, and all such terms or conditions shall be null and void.
9.8 Amendment. India Index may, in its sole discretion, amend or modify these Terms of Service from time-to-time and continued use of the Subscription Services shall be evidence of Customer’s consent to any such amended or modified Terms of Service.
9.9 Subcontractors. India Index may engage subcontractors to act on India Index’s behalf in connection with its provision of Services, including processing Customer Content, provided that: (a) such subcontractors are subject to applicable confidentiality and data security obligations that are substantially as protective as those set forth in these Terms of Service; and (b) India Index is responsible for such subcontractors’ acts and omissions in relation to its obligations under these Terms of Service.
9.10 No Assignment. Customer may not assign, delegate, or otherwise transfer these Terms of Service, or such party’s rights and obligations herein or therein, without obtaining the prior written consent of India Index, and any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. These Terms of Service will be binding upon the parties and their respective successors and permitted assigns.
9.11 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms of Service if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
9.12 Independent Contractors. India Index’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.
9.13 Construction. The titles of the sections of these Terms of Service are for convenience of reference only and are not to be considered in construing these Terms of Service. Unless the context of these Terms of Service clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) “or” has the inclusive meaning frequently identified with the phrase “and/or;” (c) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation;” and (d) references to “hereunder,” “herein” or “hereof” relate to these Terms of Service as a whole. Any reference in these Terms of Service to any statute, rule, regulation or agreement, including these Terms of Service, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time-to-time. The parties agree that these Terms of Service shall be fairly interpreted in accordance with their terms without any strict construction in favor of or against either party, and that ambiguities shall not be interpreted against the drafting party.
Information We Collect and Receive
When you use or access the Services, we may collect or receive personal information. The types of personal information we collect depend on the product or service you use. This information may include the following:
Information About You: You may provide us with information about you when you use the Services. This information may include the following:
Contact information, such as your name, title, email address, phone number, job title, and company.
If you are an employee of a buyer or supplier, we may collect personal information from or about you, such as when you fill out a contact form, request information, or subscribe to our services. This may include information about you and your organization, such as your contact information, company name, company size, industry, location, supplier or buyer designation, and information about the products you sell or are interested in purchasing.
If you choose to purchase a subscription and create an account, we may collect personal information to facilitate your use of the Services. This personal information may include your contact information, payment information (such as credit card or account number), account access credentials (such as a username and password), or information you submit through the Services to facilitate your search for, and interactions with, buyers or suppliers (such as use of our workflow management tools, direct messaging, and calendar features).
Any other information you choose to provide when you contact us or otherwise engage with us or others through the Services, including information you type into search queries, chat features, or information you post publicly (such as on our Opportunities boards).
Information from or About Others: In some circumstances, we may ask you to provide information about other individuals in order to support the services you have requested. For example, we may ask that you supply the name and contact information for a point of contact for your company, or if you refer someone to our services. You should not provide us with information about other individuals without their permission. We also receive information from third party sources to which we subscribe. Information collection and disclosure practices of those organizations would be subject to their privacy policies. If you believe any information, we have obtained about you from these sources is incorrect, please contact us.
Information we collect automatically: We also may collect certain other information automatically when you visit the Services, such as the following:
Browser and Device Information: Certain information is automatically collected by most websites, such as information about your device and your browser. For example, we may receive device identifiers such as IP address and MAC address, operating system type and version, and Internet browser type and version.
Search Engine and Other Referrals: When a third party refers you to our Services, such as clicking on a link to our page from a Google search, or clicking on an online ad for our services, we will receive some information about your device and your interaction with the referring site or content.
Location Information: We may receive your approximate location or data that indicates your approximate location, such as your IP address.
Why We Use Personal Information
We may use personal information that we collect about you for purposes that include the following:
Providing the Services and supporting the features available to you.
Delivering services to facilitate your buying and selling experience, including access to features such as our supplier and buyer directory, opportunity boards, workflow management tools, direct messaging, and calendar.
Personalizing your digital experience with us, such as enhancing features and designing relevant alerts, products, or services.
Understanding how you and our clients use our Services and to determine what features and services may interest you and our clients.
Operating and improving our organization and our services.
To communicate with you and others, including responding to requests and providing promotional content.
Troubleshooting, de-bugging, and otherwise addressing issues that may arise with the functionality of the Services.
Protecting the legal rights, property, safety, and security of records or information, our members and Service users, our organization and others, including detecting and preventing fraud, misuse of the Services, and other unauthorized activity.
Complying with industry standards, applicable law, judicial process, any properly authorized civil, criminal, or regulatory investigation, or any subpoena or summons issued by a competent authority.
For such purposes as you may authorize at the time you submit the information.
We also may aggregate or de-identify personal information by removing any details that identify you personally. Aggregated or de-identified information will not be subject to this Policy and will be used to the extent permissible under applicable law.
With Whom We Share Your Information
We may disclose personal information:
To other visitors of our website, who are prospective of prescribed buyers or suppliers that have an interest in our services, such as your company and contact information.
To our contractors, service providers, and other third parties we use to support our organization and the Services.
To government agencies or others as necessary to comply with any court order, law, or legal process, including to respond to any government or regulatory request, and consistent with other purposes authorized by law.
To other organizations, such as a buyer or other successor in interest, in the event of an actual or potential merger, divestiture, restructuring, reorganization, dissolution, or other sale, exchange, or transfer of some or all of our assets, including as part of bankruptcy, liquidation, or similar proceeding.
We also will disclose information for any purpose or to any organization that you authorize or permit, such as when we request your consent to share information and you agree.
We respect your privacy and offer choices regarding our collection and use of your personal information.
When we send you emails or text messages, you will have the right to opt out following the instructions in those messages.
You may choose not to provide the personal information we request. However, not providing information we request may restrict your ability to use certain features of the Services. For example, we will not be able to provide you with most of the features available through our Services if you do not if you do not purchase a subscription and create an account.
You may edit and control the visibility of your company profile. You can choose to limit the information you include in your profile. If you need assistance, please contact us as described below.
You may be able to restrict the collection of personal information or functionality through your device’s operating system or by disabling cookies but doing so may prevent you from using the functionality of the Services. Some Internet browsers have a “do-not-track” feature that let you tell websites that you do not want to have your online activities tracked. At this time the Services do not respond to browser “do not track” signals. We may allow third parties to use the Services to collect personal information about your online activities over time and across different websites, applications, and other online products or services.
We maintain safeguards intended to protect the personal information collected through the Services. We use reasonable security measures, including physical, administrative, and technical safeguards to protect your personal information. The security of your personal information also depends on you. You should keep your access credential confidential and make sure your devices and software are up-to-date to ensure the latest security measures are installed.
We use payment card processors during order processing. Your payment data is delivered directly from the browser to the payment card processors, who handle your payment card data subject to industry standards regarding security. It is important for you to protect against unauthorized access to your account, purchase history, and device. If you have created an account, please safeguard and do not share your access credentials.
Changes to this Policy
We may update this Policy to reflect changes in our privacy practices at any time and without prior notice to you. When we do so, we will update the Effective Date of the Policy, above. We encourage you to periodically review this Policy for the latest information on our privacy practices.
If you have any questions or comments about this Policy or our privacy practices, please contact us at [email protected] or by mail at: