Terms and Conditions | SkyScendPay

Terms and Conditions

Introduction

This Terms and Conditions Agreement (“Terms” and “Agreement”) governs the use of the website at https://skyscendpay.com/india/ and any mobile app or software (“Software”) that indicates the applicability of these Terms.

The Website and Software are provided by Skycend Pay Private Limited (“Skyscend”, “Company”, “We”, “Us” and “Our”) for the purpose of e-invoicing, e-way billing and GSTR-1 filing. Skyscend Pay Private Limited is a company incorporated in India under the Companies Act, 2013.

In these Terms, “You” and “Your” refers to the person visiting this Website and/or contributing content on this Website. If the individual accepting this Agreement is accepting on behalf of a company or other entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “You” shall refer to such entity and its affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these terms of service, such individual must not accept this Agreement and must not use the Website.

By undertaking any of the following actions, You demonstrate that You have read and agree to this Agreement:

  1. By using or otherwise interacting with the Website or Software;
  2. By using any content available on the Website or Software;
  3. By submitting any content to the Website or Software;
  4. By clicking a box indicating acceptance of these Terms;
  5. By creating an account on the Website or Software;
  6. By paying for a product or service provided on the Website or Software; and/or
  7. By signing this Agreement, whether digitally or physically.

You further indicate that You have read, understood, and agree to be bound by Our Privacy Policy, the latest version of each of which can be accessed at: Terms and Conditions

Company’s direct competitors are prohibited from accessing the Website and/or Software, except with Company’s prior written consent. In addition, the Website and/or Software may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

These Terms and the Privacy Policy mentioned above may be modified from time to time. Please review these documents regularly to ensure that You are aware of the applicable terms and conditions, and our practices, at all times. We will notify You about material changes to these Terms and the Privacy Policy by sending a notice to the email address provided by You in Your account, and/or by placing a notice of modifications on the Website. Modifications will apply at least fourteen (14) days after the date on which they are posted, however modifications made to provide new features or services, and modifications made to comply with legal obligations, will be effective immediately. If You do not agree to the modified Terms or the Privacy Policy mentioned above, You must discontinue Your use of the Website and Services.

Definitions

  1. “Agreement” means this Terms and Conditions Agreement and includes the Privacy Policy, and any other additional terms and conditions as may be agreed upon by the parties prior to the provision of additional services by Skyscend.
  2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  3. “Company” has the meaning assigned to it above.
  4. “Content” means data, information, graphics, text, audio, or video.
  5. “Customer” means You.
  6. “Customer Content” means Your Content.
  7. “Free Services” means Services that Skyscend makes available to Customer free of charge. Free Services exclude Purchased Services.
  8. “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.
  9. “Skyscend” has the meaning assigned to it above.
  10. “Order Form” means an ordering document or online order, specifying the Services to be provided hereunder for a fee, that is entered into between Skyscend and Customer or any of the Customer’s Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
  11. “Personally Identifiable Information” means personal information that can be used alone or in combination with other information to identify a living natural person.
  12. “Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services.
  13. “Privacy Policy” means the Privacy Policy mentioned under Section 1.5 above.
  14. “Services” means and includes the Website, Software, and services provided by Skyscend on the Website and/or Software, and in particular includes e-invoicing, e-way billing, and GSTR-1 filing services in India.
  15. “Terms” means this Agreement.
  16. “User” means: (i) in case the Customer is an individual then such Customer, and (ii) in case the Customer is not an individual then an individual that uses the Service on behalf of the Customer.
  17. “We”, “Us” and “Our” have the meaning assigned to them above.
  18. “Website” has the meaning assigned to it above.
  19. “Your Content” means User Content that is provided by You.
  20. “You” and “Your” have the meaning assigned to them above.
  21. “Your Content” means Content that is uploaded or otherwise provided by You.

Company’s Responsibilities

  1. Make the Purchased Services available to Customer pursuant to the applicable Order Form and this Agreement;
  2. Provide the Services in accordance with this Agreement, Privacy Policy, the applicable Order Form, and applicable laws and government regulations, provided however that the Customer’s use of the Service must be compliant with this Agreement, Privacy Policy, the applicable Order Form, and applicable laws and government regulations.

Protection of Personally Identifiable Information. Company will maintain appropriate administrative, physical, and technical safeguards for the protection of security, confidentiality, and integrity of Your Personally Identifiable Information, as described in detail in Our Privacy Policy. Those safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Personally Identifiable Information (other than by Customer or Users) including but not limited to compliance with industry standards and periodic security audits.

Service Reliability and Uptime. We use commercially reasonable means to ensure that the Service remains accessible and functional at all times apart from planned maintenance and downtime caused by hardware failure or software errors, however, Customer understands and agrees that the Service may not be available at all times.

Bug Fixing. We use commercially reasonable means to fix, bugs or errors in the Service within a reasonable time if such bugs or errors prevent the Service from providing the expected output. Whether or not the output matches the expected output shall be determined by the Company in its sole discretion.

Free Services. Company may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as may be decided by Company in its sole discretion. Customer agrees that Company, in its sole discretion and without assigning any reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Company will not be liable to Customer or any third party for such termination.

Use of Services and Content

Customer Responsibilities. Customer will:

  1. Be responsible for Customer’s and User’s compliance with this Agreement, Privacy Policy, and Order Form;
  2. Be responsible for Customer’s conduct and the conduct of Users;
  3. Be solely responsible for all data, information, text, audio, video, graphics, and all other content provided or uploaded by Customer or Users, including but not limited to its legality, accuracy, quality, completeness, and truthfulness;
  4. Be solely responsible for ensuring that the Customer’s account is not used by or on behalf of any third-party without explicit written permission from Company;
  5. Be solely responsible for any activity occurring in Customer’s account except any conduct that is directly and solely attributable to Company without Customer’s authorization;
  6. Use Services and Content only in accordance with this Agreement, Privacy Policy, Order Form, and applicable laws and government regulations;
  7. Comply with all policies, guidelines, usage limits, and other restrictions, applicable to the use of the Website, Software and Service;
  8. Be solely responsible for compliance with all laws, rules, regulations, etc. applicable to Customer’s use of the Website, Software and Service;
  9. Provide true, accurate, and current information, at all times, and promptly and regularly update Your information to maintain its accuracy and completeness. Company reserves the right to suspend or terminate Your account and refuse any and all current or future use of the Service, in whole or in part, by You for providing any Customer information or any other information, content or data, that is untrue, inaccurate, incomplete, or not current; and
  10. Provide for Customer’s own access to the Internet and pay any fees or costs related to such access.

Usage Restrictions. Customer shall not:

  1. Provide incomplete or inaccurate registration information;
  2. Make any Service or Content available to any third party, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form;
  3. Sell, resell, license, sublicense, distribute, make available, rent, or lease, any Service or Content, or include any Service or Content in a service bureau or outsourcing offering;
  4. Share an account with any third party, share login credentials of an account with any third party, or use any third party’s account to access the Service;
  5. Use a single account on behalf of multiple third parties;
  6. Use a Service to store or transmit Malicious Code;
  7. Interfere with or disrupt the integrity or performance of any Service or Content contained therein;
  8. Misuse Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions provided by the Company;
  9. Attempt to gain unauthorized access to any Service or Content or its related systems or networks;
  10. Attempt, permit, or undertake direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Company’s intellectual property or any third party’s intellectual property except as permitted under this Agreement, Privacy Policy, or an Order Form;
  11. Modify, copy, or create derivative works based on, a Service, or any part, feature, function, or user interface thereof;
  12. Copy, create derivative works based on, or otherwise use, any Content except as explicitly permitted herein or in an Order Form;
  13. Frame or mirror any part of any Service or Content;
  14. Except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to: (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Service, (iii) copy any ideas, features, functions or graphics of the Service, or (iv) determine whether the Services are within the scope of any patent;
  15. Probe, scan, or test the vulnerability of any Company system or network without explicit prior written authorization by the Company;
  16. Engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other Users; and/or
  17. Harvest or collect any information about any third party, including but not limited to, usernames or other identifiers associated with accounts, account descriptions, photos or videos associated with accounts or products or services, reviews or testimonials posted on the Website or Services, statistical or other data, and/or any other data or information available on the Website or Service.

Legally Prohibited Content. Customer shall not host, display, upload, modify, publish, transmit, store, update or share any information in violation of the laws of India, and in particular any information that:

  1. Belongs to another person and to which You do not have any right;
  2. Is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
  3. Is harmful to child;
  4. Infringes any patent, trademark, copyright or other proprietary rights;
  5. Violates any law for the time being in force;
  6. Deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
  7. Impersonates another person;
  8. Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other nation; contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
  9. Is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.

Removal of Content. If Customer receives notice that Customer Content must be removed, modified, and/or disabled to avoid violating applicable law or third-party rights, Customer will promptly do so. If Customer does not take required action, or if in Company’s judgment continued violation is likely to reoccur, Company may disable or remove the applicable Content or Service. Company may, if required to do so by an applicable law, remove or delete any Content in its sole discretion at any time without prior notice.

Service Retirement. Company may add, alter, or remove functionality from a Service at any time without prior notice. Company may limit, suspend, or discontinue a Service at its sole discretion. If Company discontinues a Service, Company will provide a reasonable advance notice to Customers that have an active paid subscription or otherwise paid for an Order Form that will be active at the expected time of the discontinuation of such Service.

New Services. Company may introduce new products and services to complementing existing Services. If such new services are not included in Your existing subscription, Company reserves the right and sole discretion to decide whether or not the new services will be made available to You, whether or not such new services will be made available to You as a part of Your existing Subscription, and whether or not the availability of such new services shall be subject to payment of an additional charge by You at Your sole discretion.

Subscriptions. Unless otherwise provided in the applicable Order Form or equivalent communication, (a) Purchased Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company or its personnel regarding future functionality or features.

Usage Limits. Company may place technical or non-technical limitations on the use of the Service(s) by Customer, including but not limited to allocation of storage space or bandwidth; maximum e-invoices; maximum e-way bills; maximum customers; maximum accounts; maximum products; maximum file size; maximum resolution of photos or videos; formats in which photos or videos may be uploaded; languages in which content may be uploaded; and any other limitation mentioned in the Order Form, Privacy Policy, or as specified in the Service. Company shall not be liable for any loss or damage faced by the Customer or any third party as a result of any technical or non-technical limitation, whether or not such limitation is explicitly mentioned above. Company may, where technically possible and feasible, and subject to execution of an additional Order Form by Customer, offer to increase certain limits placed upon certain features and functionalities. Customer understands that Company may refuse to increase a limitation for any reason at its sole discretion. Customer further understands that certain technical limitations cannot be increased as they may be beyond Company’s control or may require disproportionate effort or resources.

Accuracy of Content. Content, including but not limited to information regarding GSTR-1 filing status, and calculations performed by the Services, are displayed on an “as is” basis. The Company shall not be responsible for the accuracy and completeness of Content. You are responsible for verifying all Content, including but not limited to whether your documents and information are correct, whether the calculations are correct, whether Your tax return has been filed and received by the income tax department successfully, and for taking appropriate alternative actions if necessary.

Fees and Payment

Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Service subscriptions purchased, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Company may offer personalized support, customized tools, or other customer/non-standard work subject to the payment of additional charges. Unless specified otherwise, such additional charges are not included in the fees specified in Order Forms. Customer shall be liable to pay such additional charges as may be specified by Company prior to providing such personalized support, customized tools, or other customer/non-standard work.

Changes in Fees. Company may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of Your subscription. Company will provide You with reasonable prior written notice of any change in fees to give You an opportunity to cancel Your subscription before the price change becomes effective.

Invoicing and Payment. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information. Customer must pay all fees and other dues by the date of renewal in order to avoid disruption to the Service. In case of non-payment of dues, by the date of renewal of subscription, Company may terminate or suspend Customer’s access to the Service until the Customer pays the applicable subscription fee and charges.

Overdue Charges. If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Company may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

Chargeback. Chargebacks are prohibited under this Agreement. Any dispute regarding payments must be raised by the Customer within seven (7) days of the payment by sending a notice to the Company. Initiating a chargeback for any fees or payment made to Company shall constitute a violation of this Agreement. For violation of this clause, Company reserves the right to: (a) disable or delete Your account(s) and all associated data, (b) revoke Your licenses, (c) refuse to provide Services in future, (d) charge late interest at the rate of 1.5% of the amount per month, or the maximum rate permitted by law, whichever is lower, (e) condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above, and / or (f) initiate appropriate legal action against You.

Suspension of Service. If any charge owing by Customer under this agreement for services is overdue, Company may, without prior notice and without limiting its other rights and remedies, suspend Services until such amounts are paid in full.

Reactivation Charges. Any account that has been terminated, suspended or any subscription that has been cancelled under the terms of this Agreement, may be reactivated by the Customer and Company on mutually agreeable terms upon payment of such charges and fees as may be determined by Company in its sole discretion.

Taxes. Company’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, goods and service, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property, and employees.

Intellectual Property Rights and Licenses

Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company, its Affiliates, its licensors and content providers reserve all of their rights, titles, and interests in and to the Services, Content, logos, templates, tutorials, sample surveys, sample questions and questionnaires, and other materials created by them, including all of their related intellectual property rights. Company owns all right, title, and interest in and to Company’s registered and unregistered, domestic and foreign trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to the Services, including any and all survey templates created by Company. You agree not to remove and to always include any and all copyright and intellectual property notices attached to intellectual property owned by or otherwise licensed to You by Company, its Affiliates, its licensors or its content providers, including all templates. No one may copy, reproduce, transmit, post, distribute or create, derivative works from the Services without express, prior written authorization from Company. No rights are granted to Customers or Users hereunder other than as expressly set forth herein.

You Own Your Data. You own Your Content that You provide to Us. You provide a worldwide perpetual irrevocable sub-licensable royalty-free license to the Company to host, modify, transmit, reproduce, create derivatives from, display, perform, and otherwise use, Your Data for: (i) the improvement of Services, (ii) for the purpose of provision of Services to You, and (iii) for compliance with this Agreement, Privacy Policy, and applicable laws.

Feedback for Company’s Website and Services. Customer may, at its sole discretion, choose to provide comments, suggestion, enhancement request, recommendation, correction, or other feedback (collectively, “Feedback”) to Company regarding Company’s Services. Company may, but shall have no obligation to, use the comments or feedback to improve Service(s) offered by Company. Customer grants to Company, its Affiliates, assignees, subsidiaries, and successors the following licenses relating to the operation of Company’s or its Affiliates’ services without any obligations to Customer a worldwide perpetual irrevocable sub-licensable royalty-free license to: (i) use and incorporate into its services any Feedback provided by Customer or Users; (ii) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, transmit, and display such Feedback (in whole or in part) and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Feedback; (iii) display Feedback online and offline and permit others (including without limitation Company’s Affiliates) to do the same; and (iv) display portions of the Feedback online or offline and permit others to do the same.

Representations and Disclaimers

Your Representations and Warranties. You represent that You have validly entered into this Agreement and have the legal power to do so. You further represent that Your Content is owned by You and You have the right to upload it to the Service. You represent that you are at least 18 (eighteen) years of age and have not been previously suspended or removed by the Company, or disqualified for any other reason, from availing the Services. In addition, you represent and warrant that you have the right, authority and capacity to agree to the Terms and to abide by them. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity. In the event of any violation of the Terms, the Company reserves the right to suspend or permanently prevent you from availing the Services.

Company’s Representations and Warranties. Company represents that Company has validly entered into this Agreement and have the legal power to do so. Company warrants that during an applicable subscription term (a) the Services will perform materially in accordance with this Agreement, Privacy Policy, and the applicable Order Forms; and (b) the Services will be provided in a workmanlike manner that conforms to the relevant, prevailing industry standards. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Effect of Termination” sections below.

Warranty Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND FREE SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. THE COMPANY EXPRESSLY DISCLAIMS THAT SERVICES AND/OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE, OR RELIABLE.

Indemnification

Third Party Claims. Customer will defend Company against claims brought against Company, its Affiliates, subcontractors, or their respective directors, officers, employees, agents, vendors, or suppliers, by any third party related to Customer Content, or use of Website or Content or Service(s) by Customer. Customer will indemnify Company against all damages finally awarded against Company, its Affiliates, subcontractors, or their respective directors, officers, employees, agents, vendors, or suppliers, (or the amount of any settlement entered into) with respect to these claims.

Claim Procedure.

  1. Company will notify the Customer in writing of any claim, reasonably cooperate in the defense, and may appear through counsel reasonably acceptable to the Company.
  2. Company will have the right to control defense.
  3. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the Company.

Limitation of Liability

Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY TOGETHER WITH ALL OF ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, VENDORS, AND SUPPLIERS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND ALL AGREEMENTS EXECTED UNDER THIS AGREEMENT OR AS A PART OF THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR INDIAN RUPEES FIVE THOUSAND (INR 5000), WHICHEVER IS LOWER. NOTWITHSTANDING ANYTHING ABOVE, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY TOGETHER WITH ALL OF ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, VENDORS, AND SUPPLIERS, ARISING OUT OF OR RELATED TO FREE SERVICES PROVIDED UNDER THIS AGREEMENT, EXCEED INDIAN RUPEES TEN (INR 10). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. COMPANY’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO DIRECT MONETARY DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR PROVIDING SUBSTITUTE SERVICES.

Exclusion of Consequential and Related Damages. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE WEBSITE OR SERVICES (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE WEBSITE OR SERVICES): (1) FOR ANY LOST PROFITS, REVENUES, DATA, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES; (2) FOR AN INABILITY TO USE THE SERVICE; OR (3) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THE ABOVE OR IF COMPANY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Essential Basis. CUSTOMER ACKNOWLEDGES THAT COMPANY HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.

Term and Termination

Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until it is terminated by either party as provided below.

Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as expressly provided in the applicable Order Form, promotional or one-time priced subscriptions shall not be renewed at the promotional or one-time price, but shall instead be renewed at Company’s applicable list price in effect at the time of the renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in repricing at renewal without regard to the prior term’s per-unit pricing.

Termination by Customer. Customer may terminate this Agreement for cause (a) upon 30 days’ written notice to Company of a material breach of this Agreement by Company if such breach remains uncured at the expiration of such period, or (b) immediately upon sending a written notice if Company becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. For the purpose of this clause, written notice must be sent to contact@skyscend.com INSERT_HIGH_PRIORITY_EMAIL_ADDRESS_FOR_LEGAL_COMPLIANCE_with the subject line “Notice of Termination of Agreement”.

Termination by Company. Company may terminate this Agreement and/or subscription(s) or Service(s) purchased under this Agreement (a) immediately upon written notice to Customer of a breach of this Agreement, Privacy Policy, or an Order Form, by Customer, or (b) immediately upon sending a written notice if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or (c) immediately and without notice for failure to make timely payment, or (d) upon 30 days’ written notice to Customer without assigning any reason.

Effect of Termination. If this Agreement is terminated by Customer in accordance with “Termination by Customer” above, or by Company by way of a 30 days’ written notice without assigning any reason under “Termination by Company”, then Company shall refund to Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination on a pro-rated basis. In no circumstance shall Company be liable to refund any amount to Customer for termination of this Agreement or any Service by Customer except if such termination has been done as described above. In no circumstance shall Company be liable to make any payment to Customer for termination of Free Services under this Agreement, or termination of this Agreement if the Customer did not have an active Order Form at the time of such termination. Upon termination of this Agreement by either party, Customer shall pay to Company any unpaid fees, dues, or amounts for Service(s) that have been provided by Company prior to the effective date of termination of the Agreement or Service, regardless of whether such Service(s) were used by Customer, regardless of which party terminated the Agreement or Service, and regardless of the reason for termination of the Agreement or Service. Company may retain Your information for a period of one hundred and eighty days after termination of the Agreement, or for such other period as may be required by applicable law.

Surviving Provisions. The sections titled “Definitions”, “Customer’s Responsibilities”, “Usage Restrictions”, “Legally Prohibited Content”, “Removal of Content”, “Accuracy of Content”, “Fees and Payment”, “Intellectual Property Rights and Licenses”, “Representations and Disclaimers”, “Indemnification”, “Limitation of Liability”, “Effect of Termination”, “Surviving Provisions”, “General Provisions”, and such other parts of this Agreement that by their nature survive termination of this Agreement, shall survive any termination or expiration of this Agreement for the maximum duration permitted under applicable law.

General Provisions

Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Company and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2) Privacy Policy, and (3) the applicable Order Form. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

Relationship of Parties. The parties are independent. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

Waiver. No failure or delay by Company in exercising any right under this Agreement will constitute a waiver of that right.

Force Majeure. The parties understand that there may be an occurrence of an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance, and in particular, performance of the Services. These occurrences and events include, but are not limited to: acts of God; acts of government; acts of war; acts of public enemies; acts of terror; strikes or other labor problems; natural disaster; floods; fires; earthquakes; epidemic; pandemic; civil unrest; riots; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hardware failures; hacking, denial of service, or ransomware attacks; actions of the elements; or other similar causes beyond the control of Company in the performance of this Agreement. Upon the occurrence of such event or effect, Customer agrees to excuse performance under this Agreement and not hold the Company liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Modifications of this Agreement. This Agreement may be modified by Company from time to time. If We do this, we will post the modified Terms on this page and will indicate the date these Terms were last updated. Similarly, the modified Privacy Policy and the modified Anti-Spam Policy shall be posted at their respective pages, along with indications of the date on which they were last updated. Any such modifications will become effective no earlier than fourteen (14) days after they are posted, except that modifications required to provide new features without negatively affecting Your rights under these Terms or modifications made to correct typographical errors or modifications made to comply with legal obligations, including but not limited to Our or Your obligations under a law, regulation, court order, or government order, will be effective immediately. You shall be responsible to review the Agreement from time to time so as to be aware of any such modifications to these terms. We may, for Our convenience only and without waiving Your obligation to periodically review the Agreement, attempt to notify You of significant modifications to this Agreement through the website user interface, in an email notification, or through other reasonable means. You understand and agree that Your continued access, registration or use of the Service shall be deemed to be Your acceptance of all modifications to the Agreement.

Assignment. Company may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the Customer’s prior written consent. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the Company’s prior written consent. Provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

Recovery. In the event Company must initiate mediation, arbitration, litigation, or otherwise become a party to any other action at law or other proceeding against the Customer or related to Customer to enforce any of the terms of this Agreement, or by reason of any breach or default, Company shall in any such action or proceeding be entitled to recover from Customer all costs and reasonable attorneys’ fees it incurred.

Governing Law and Arbitration. This Agreement is governed in all respects by the laws of Republic of India. Any controversy or claim arising out of or relating to this Agreement, the Website or the Service shall be settled by binding arbitration in accordance with India’s ‘Arbitration and Conciliation Act, 1996’. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The place of arbitration and the seat of arbitration shall be in Bangalore, India only, and the judgment on the arbitration award may be enforced only by a court of appropriate jurisdiction in Bangalore, India. The award of the arbitrator shall be final and binding upon the parties without appeal or review. Notwithstanding the foregoing, the Company may seek any interim or preliminary relief from a court of competent jurisdiction in Bangalore, India. Company at its option, may bypass arbitration in cases of fraud or other crimes against itself, interference with its technical operations or violations of its rights or property.

Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery to the party or to an executive officer of the party to whom the same is directed; (b) the day of sending by email if sent without receipt of any delivery failure notice; or (c) only in case of the existence of an Order Form: (i) in case of physical post within India, the second business day after mailing if sent by registered or certified mail, postage and charges prepaid, addressed to the party’s address, or (ii) in case of international physical post, the seventh business day after mailing if sent by registered or certified mail, postage and charges prepaid, addressed to the party’s address.

Grievance Officer. In case Your issue with enforcement of these Terms has not been resolved through the usual means of communicating with the Company’s support, You may contact Our Grievance Officer at contact@skyscend.com

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